| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bright Green Corp [ BGXX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/02/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/31/2024 | A | 5,500,000(1) | A | $0 | 5,500,000 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit | (2) | 03/31/2024 | D | 625,000 | (2) | (2) | Common Stock | 625,000 | $0.00 | 0 | D | ||||
| Employee Stock Option(right to buy) | $0.385 | 03/31/2024 | D | 625,000 | (3) | (3) | Common Stock | 625,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The sole purpose of this amendment to the Form 4 filed on April 2, 2024 by the reporting person (the "Original Report"), is to report the grant of restricted stock units on Table I, instead of Table II as set forth on the Original Report. On April 2, 2024, the reporting person filed the Original Report, reporting the grant by the Issuer to the reporting person of restricted stock units, each restricted stock unit representing a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share. 3,000,000 of the restricted stock units shall vest in twenty-four equal monthly installments, beginning on the six month anniversary of October 2, 2023, 500,000 of the restricted stock units became fully vested on the date of grant, and 2,000,000 of the restricted stock units shall vest upon the completion of certain milestones. |
| 2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share. Represents restricted stock units granted under the Bright Green Corporation 2022 Omnibus Equity Incentive Plan (the "2022 Plan"). The restricted stock units were canceled by mutual agreement of the reporting person and the Issuer. |
| 3. Represents an option granted under the 2022 Plan. The option was canceled by mutual agreement of the reporting person and the Issuer. |
| /s/ Gurvinder Singh | 09/09/2024 | |
| ** 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 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. | ||
