Vocodia (VHAI) Form 3 Vocodia / RANDALL D MILES 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^*

MILES RANDALL D

(Last) (First) (Middle)

6401 CONGRESS AVE, SUITE #160

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2024

3. Issuer Name and Ticker or Trading Symbol
Vocodia Holdings Corp [ VOCO ]

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	12,495(1)	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
Restricted Stock Units	(2)	(2)	Common Stock	137,505(2)	0	D

Explanation of Responses:

1. Represents the vesting of 8.33% of the 150,000 of RSUs issued on the Effective Date.

2. Pursuant to his Board of Directors Agreement, Mr. Randall Miles shall receive an award of 150,000 RSUs on the Effective Date. The RSUs shall vest with respect to 8.33% of the total number of RSUs on the closing of this offering and after 8.33% thereafter every three (3) month anniversary of the Effective Date until fully vested on the 3rd anniversary of the Effective Date, his continuous service to the Company through the applicable vesting date.

	/s/ Randall Miles	02/23/2024
	** 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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