Brand Engagement Network (BNAI) Form 4 Brand Engagement Network / Thomas Morgan JR 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^*

Morgan Thomas JR

(Last) (First) (Middle)

145 E. SNOW KING AVE - PO BOX 1045

(Street)

JACKSON WY 83001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brand Engagement Network Inc. [ BNAI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

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	01/02/2025		A		40,224(1)	A	$0.00	40,224	D
Common Stock								138,237	I	See Footnotes(2)
Common Stock								103,678	I	See Footnotes(3)

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
Warrants	$11.5							03/14/2024	03/14/2029	Common Stock	117,721		117,721(4)	I	See Footnotes(2)
Warrants	$11.5							03/14/2024	03/14/2029	Common Stock	88,291		88,291(4)	I	See Footnotes(3)

Explanation of Responses:

1. Represents 12,153 restricted stock units and 28,071 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

2. Represents shares of common stock, par value $0.0001, of Brand Engagement Network Inc. (the "Common Stock"), and warrants (the "Warrants") beneficially owned by Pacific Premier Trust, Custodian FBO Thomas Morgan Beneficiary IRA (the "Trust"). The Reporting Person is the beneficiary of the Trust and may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise to beneficially own such shares of Common Stock and Warrants. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of the pecuniary interest of such Reporting Person in such securities.

3. Represents shares of Common Stock, and Warrants beneficially owned by Morgan Land LLC. The Reporting Person is a controlling person of Morgan Land LLC and may be deemed for purposes of Section 16 the Exchange Act, or otherwise to beneficially own such shares of Common Stock and Warrants. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of the pecuniary interest of such Reporting Person in such securities.

4. Each Warrant is exercisable at an exercise price of $11.50 per Warrant into one share of Common Stock.

	/s/ Thomas Morgan Jr.	01/06/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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