| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/07/2024 |
3. Issuer Name and Ticker or Trading Symbol
PSQ Holdings, Inc. [ PSQH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 11/18/2024 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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, par value $0.0001 per share | 46,790(1)(2)(3)(4)(5) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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. On November 18, 2024, the reporting person filed a Form 3 (the "Original Form 3") which incorrectly reported that she had direct beneficial ownership of 50,000 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). In fact, as reported in this amendment (the "Amendment"), the reporting person directly owned 46,790 shares of Class A Common Stock. A grant of 1,072 restricted stock units ("RSUs") granted to the reporting person on March 18, 2024, which subsequently vested in full on September 1, 2024 (the "Omitted Grant"), was omitted from the Original Form 3, the Form 3/A filed by the reporting person on December 11, 2024 ("Amendment No. 1"), the Form 4 filed by the reporting person on December 11, 2024, and the Form 4/A filed by the reporting person's spouse on December 11, 2024. |
| 2. Certain of the securities reported in Column 2 of Table I are RSUs, which represent the contingent right to receive one share of Class A Common Stock. |
| 3. In connection with the vesting of the Omitted Grant, 318 shares of Class A Common Stock were withheld to satisfy the reporting person's tax obligation. |
| 4. On September 25, 2023, the reporting person was granted 50,000 RSUs that vest as follows: 16,666 RSUs vested on September 25, 2024 ("Tranche 1"), 16,667 RSUs vest on September 25, 2025, and 16,667 RSUs vest on September 25, 2026, subject to the terms and conditions of the RSU award and the Issuer's 2023 Stock Incentive Plan. In connection with the vesting of Tranche 1, 3,964 shares of Class A Common Stock were withheld to satisfy the reporting person's tax obligation. |
| 5. This Amendment does not reflect any change to the 3,213,678 shares of Class C common stock, par value $0.0001 per share (the "Class C Common Stock") beneficially owned by the reporting person's spouse previously reported on the Original Form 3 and does not reflect any change to the 82,500 shares of Class A Common Stock beneficially owned by the reporting person's spouse previously reported on Amendment No. 1. The reporting person disclaims beneficial ownership of the Class C Common Stock and Class A Common Stock held by the reporting person's spouse, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact | 01/31/2025 | |
| ** 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). | ||
| 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. | ||
