Castellum (CTM) Form 3 Castellum / Mark C Fuller 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^*

Fuller Mark C

(Last) (First) (Middle)

3 BETHESDA METRO CENTER, SUITE 700

(Street)

BETHESDA, MD 20814

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2022

3. Issuer Name and Ticker or Trading Symbol
Castellum, Inc. [ CTM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer, Chair

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	25,019	I(1)	See footnote(1)
Common Stock	50,000	I(2)	See footnote(2)
Common Stock	25,000	I	Katherine Fuller, daughter
Common Stock	25,000	I	Michael Fuller, son

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 B Preferred Stock	(1)	(1)	Common Stock	7,522,500	(3)	I	See footnote(1)(3)
Warrants(4)	01/20/2021	01/20/2028	Common Stock	65,000	1.6	D
Warrants(4)	08/05/2021	08/05/2028	Common Stock	160,000	3.4	D
Warrants(4)	08/12/2021	08/12/2028	Common Stock	725,425	2	D
Warrants(4)	11/16/2021	11/16/2028	Common Stock	85,000	4	D
Warrants(4)	05/02/2022	05/02/2029	Common Stock	180,509	3.8	D

Explanation of Responses:

1. Held by The Mark Chapppelle Fuller Revocable Trust, Mark Fuller, Trustee.

2. Held by Janice Lynee Dudley Revocable Trust, Janice Lynn Dudley, TTEE, Spouse.

3. 1,504,500 shares of the Series B Preferred Stock will be converted into 7,522,500 shares of Common Stock, concurrently with the Company's offering.

4. Mr. Fuller was granted a total of 1,215,934 warrants that are exercisable into 1,215,934 shares of Common Stock.

	/s/ Mark Fuller	10/12/2022
	** 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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