Joanna D. Massey Form 3 THUMZUP MEDIA / Joanna D. Massey 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^*

Massey Joanna D.

(Last) (First) (Middle)

11854 W. OLYMPIC BLVD, STE 1100W #13

(Street)

LOS ANGELES CA 90064

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2024

3. Issuer Name and Ticker or Trading Symbol
THUMZUP MEDIA Corp [ TZUP ]

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

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

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)
Common Stock	10,059	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
Series A Preferred Convertible Voting Stock	(1)	(1)	Common Stock	23,157	3(2)	D
Series B Preferred	(3)	(3)	Common Stock	10,000	4(4)	D
Employee Stock Options(5)	10/29/2024	10/29/2034	Common Stock	120,000	5	D

Explanation of Responses:

1. As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), Series A Preferred Convertible Voting Stock is exercisable upon issuance, and has no expiration date.

2. Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

3. The Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation") allows for conversion by Dr. Massey at any time, as well as providing for automatic conversion by the Company following the 6-month anniversary of the listing on a National Stock Exchange, the Series B Preferred shall automatically convert into common stock should the Company's common stock be listed on a National Stock Exchange and close at $8.00 or more for ten (10) consecutive trading days.

4. Each share of Series B Preferred Convertible Voting Stock was initially convertible into 10 shares of Common Stock (the "Conversion Rate") at a reference rate of $5.00 per share of Common Stock (the "Reference Rate"), which adjusted to a 20% discount to the offering price of the Company's Offering on Form S-1 in conjunction with an up-listing to a National Stock Exchange, or $4.00 per share of Common Stock, subject to adjustments as specified in the Series B Preferred Certificate of Designation.

5. Should Dr. Massey resign or be removed prior to completing full 12 month term, the remaining portion of the options that the Director was entitled to shall be clawed back pursuant to the Company's Compensation Recovery Policy and the discretion of the Board of Directors.

	/s/ Joanna Massey	11/04/2024
	** 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 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).
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