Seifert Michael Stephen Form 3 PSQ / Michael Stephen Seifert 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^*

Seifert Michael Stephen

(Last) (First) (Middle)

C/O PSQ HOLDINGS, INC.

222 LAKEVIEW AVENUE, SUITE 800

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2023

3. Issuer Name and Ticker or Trading Symbol
PSQ Holdings, Inc. [ PSQH ]

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

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 C Common Stock, par value $0.0001 per share	3,213,678(1)(2)(3)(4)(5)(6)	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. Reflects the issuance by PSQ Holdings, Inc. (f/k/a Colombier Acquisition Corp.) (the "Issuer") on July 19, 2023, of 3,213,678 shares of Class C Common Stock pursuant to the Agreement and Plan of Merger dated as of February 27, 2023 (the "Merger Agreement"), among the Issuer, PublicSq. Inc. (f/k/a PSQ Holdings. Inc.), Colombier-Liberty Acquisition, Inc. and Colombier Sponsor, LLC. As a result of his ownership of 100% of the outstanding Class C Common Stock, Mr. Seifert has approximately 52.62% of the voting power of the Company, and the result of most matters to be voted upon by the Company's stockholders will be controlled by Mr. Seifert, who can base his vote upon his best judgment and his fiduciary duties to PSQ stockholders. Each share of Class C Common Stock held by Mr. Seifert may be converted by Mr. Seifert at any time into one (1) share of Class A Common Stock.

2. In the event that Mr. Seifert transfers shares of Class C Common Stock to any person other than certain permitted transferees (as set forth in the Issuer's restated certificate of incorporation) such transferred shares will convert automatically into shares of Class A Common Stock having only one vote per share. All outstanding shares of Class C Common Stock will convert into Class A Common Stock (i) if Mr. Seifert is no longer at least one of an officer or director of the Issuer, or dies or becomes incapacitated, or (ii) at such time as the total number of outstanding shares of Class C Common Stock falls below 1,606,839 shares of Class C Common Stock, representing 50% of the total number of outstanding shares of Class C Common Stock as of immediately after the closing of the business combination contemplated by the Merger Agreement.

3. The amount of securities beneficially owned does not include up to 437,196 shares of Class A Common Stock that Mr. Seifert may be entitled to receive pursuant to the Merger Agreement (the "Earn-Out Shares"), a portion of which shall be granted under the Issuer's stock incentive plan in any form of equity award that may be granted thereunder, in the event that the metrics described in the following footnotes are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the closing date (the "Earn-Out Period").

4. In the event that during the Earn-Out Period the volume-weighted average trading price of Class A Common Stock quoted on the New York Stock Exchange ("NYSE") (or such other exchange on which the shares of Class A Common Stock are then listed) for any twenty (20) trading days within any thirty (30) consecutive trading day period (the "Earn-Out Trading Price") is greater than or equal to $12.50 ("Triggering Event I"), Mr. Seifert will be entitled to receive up to 145,732 Earn-Out Shares. In the event that during the Earn-Out Period the Earn-Out Trading Price is greater than or equal to $15.00 ("Triggering Event II"), Mr. Seifert will be entitled to receive up to 145,732 additional Earn-Out Shares.

5. In the event that during the Earn-Out Period the Earn-Out Trading Price is greater than or equal to $17.50 ("Triggering Event III" and, together with Triggering Event I and Triggering Event II, the "Triggering Events"), Mr. Seifert will be entitled to receive up to 145,732 additional Earn-Out Shares.

6. If, during the Earn-Out Period, there is a change of control of the Issuer pursuant to which the Issuer or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Earn-Out Trading Price underlying one or more Triggering Events, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) Mr. Seifert shall be entitled to receive his pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s).

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Bradley Searle, Attorney-in-Fact	07/31/2023
	** 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 5 (b)(v).
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