Bright Green (BGXX) Form 4 Bright Green / Terry Rafih 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^*

Rafih Terry

(Last) (First) (Middle)

1033 GEORGE HANOSH BOULEVARD

(Street)

GRANTS NM 87020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bright Green Corp [ BGXX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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	06/06/2023(1)		G		7,500,000	D	(1)	22,505,000(3)	D
Common Stock	06/07/2023(2)		G		2,500,000	D	(2)	20,005,000(3)	D

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

Explanation of Responses:

1. This transaction involved gifts of securities by the Reporting Person to his children. The Reporting Person disclaims beneficial ownership of the shares held by his children, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his children's shares for purposes of Section 16 or for any other purpose.

2. This transaction involved a gift of securities by the Reporting Person to his child. The Reporting Person disclaims beneficial ownership of the shares held by his child, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his child's shares for purposes of Section 16 or for any other purpose.

3. Includes 10,000,000 shares of common stock issued to the Reporting Person on December 12, 2022 following shareholder approval of the issuance which was obtained on December 12, 2022, in accordance with the Executive Employment Agreement entered into between the Reporting Person and the Issuer on September 22, 2022, effective as of September 1, 2022. As of the date hereof, 4,837,500 shares of the common stock are fully vested and non-forfeitable. The remaining 5,162,500 shares shall vest and become non-forfeitable on a quarterly basis such that all of the shares of common stock shall vest and become non-forfeitable on December 12, 2024, provided the Reporting Person remains in continuous service on behalf of the Issuer.

	/s/ Terry Rafih	06/08/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.