Steve Louis Brown Form 4 Trinity Capital / Steve Louis Brown ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Steve Louis

(Last) (First) (Middle)

C/O TRINITY CAPITAL INC.

1 N. 1ST STREET, SUITE 302

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trinity Capital Inc. [ TRIN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2024		F(1)		35,868	D	$14.8	577,934(2)	D
Common Stock	03/15/2024		A		162,162	A	$0	740,096(2)	D
Common Stock								540,746	I	By The Steven and Patricia Brown Family Trust, dated March 19, 1998

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on March 15, 2024. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

2. Includes (1) 162,162 shares issued under the 2019 Trinity Capital Inc. Long Term Incentive Plan (the "LTIP") on March 15, 2024, which shares vest 25% on March 15, 2025, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters immediately following March 15, 2025; (2) 219,653 shares issued under the LTIP on March 15, 2023, which shares vested 25% on March 15, 2024, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters immediately following March 15, 2024; (3) 219,653 shares issued under the LTIP on March 15, 2022, which shares vested 25% on March 15, 2023, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters following March 15, 2023; and (4) 204,793 shares issued under the LTIP on September 15, 2021, which shares began vesting quarterly pro rata over the twelve full calendar quarters immediately following September 15, 2021.

Remarks:

Sarah Stanton is signing on behalf of Mr. S. Brown pursuant to the power of attorney dated June 2, 2021, which was previously filed with the Securities and Exchange Commission as an exhibit to theForm 4 Mr. S. Brown filed on June 2, 2021.

	/s/ Sarah Stanton, on behalf ofSteven L. Brown	03/19/2024
	** 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 4 (b)(v).
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