Beneficient (BENF) Form 3 Beneficient / Scott W. Wilson ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wilson Scott W.

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4850

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2023

3. Issuer Name and Ticker or Trading Symbol
Beneficient [ BENF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Underwriting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	156,063(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 134,063 shares of Class A common stock, par value $0.001 ("Class A common stock"), of Beneficient (the "Issuer") issuable upon the settlement of an award of 107,250 restricted equity units ("REUs") granted pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan") to Scott W. Wilson (the "Reporting Person") on January 1, 2020. Such award of REUs to the Reporting Person vested 40% on the date of grant, and the remaining 60% in 3 equal annual installments on September 24th of each subsequent calendar year.

2. Includes 12,000 shares of Class A common stock issuable upon settlement of an award of 9,600 REUs to the Reporting Person granted pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person shall vest 40% on June 8, 2023, and the remaining 60% in three equal annual installments on April 1st of each subsequent calendar year.

3. Includes 10,000 shares of Class A common stock issuable upon settlement of an award of 8,000 REUs to the Reporting Person granted as a bonus pursuant to the 2018 Equity Incentive Plan on October 1, 2022. Such award of REUs to the Reporting Person shall vest 20% on June 8, 2023, and the remaining 80% in four equal annual installments on October 1st of each subsequent calendar year.

Remarks:

Exhibit 24: Power of Attorney

	/s/ David B. Rost, Attorney-in-fact for Scott W. Wilson	06/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.