Thumzup Media (TZUP) Form 3 THUMZUP MEDIA / Isaac Dietrich 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^*

Dietrich Isaac

(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
X	Officer (give title below)	Other (specify below)
Chief Financial 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)
Common Stock	22,019	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	11,544	3(2)	D
Employee Stock Options(3)	10/29/2024	10/29/2034	Common Stock	150,000	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. Mr. Dietrich's Employee Stock Options will vest on a vesting schedule with 25% of the options vesting on January 1, 2025 and the remaining 75% vesting in 48 equal monthly installments of 2,379 option shares commencing January 1, 2025.

	/s/ Isaac Dietrich	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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