Healthy Choice Wellness (HCWC) Form 3 HEALTHY CHOICE WELLNESS / Christopher Santi 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^*

Santi Christopher

(Last) (First) (Middle)

3800 NORTH 28TH WAY, UNIT 1

(Street)

HOLLYWOOD FL 33020

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2024

3. Issuer Name and Ticker or Trading Symbol
HEALTHY CHOICE WELLNESS CORP. [ HCWC ]

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

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

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)
Class A Common Stock	144,872(1)(2)	D
Class B Common Stock	434,616(1)(2)	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

Explanation of Responses:

1. The transactions reported herein are the result of the consummation on September 16, 2024 of the distribution of all of the Class A and Class B common stock of Healthy Choice Wellness Corp. by Healthier Choices Management Corp. ("HCMC") to holders of HCMC common stock on a pro rata basis (the "Spin-Off").

2. Includes 59,914 shares of Class A common stock and 179,742 shares of Class B common stock received in the Spin-Off subject to a time-based restricted stock vesting. This restricted common stock shall vest in 25% increments on the last day of each of the next four calendar quarters commencing December 31, 2024, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.

Remarks:

See Power of Attorney attached hereto as Exhibit 24.1.

	/s/ Martin Schrier, as Attorney-in-Fact for Christopher Santi	09/17/2024
	** 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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