Soluna (SLNH) Form 4 Soluna / Thomas J Marusak 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^*

Marusak Thomas J

(Last) (First) (Middle)

C/O SOLUNA HOLDINGS, INC.

325 WASHINGTON AVENUE EXTENSION

(Street)

ALBANY NY 12205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Soluna Holdings, Inc [ SLNH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024

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
9.0% Series A Cumulative Perpetual Preferred Stock	04/15/2024		A		52,977(1)	A	$0	52,977	D
Common Stock	04/15/2024		A		41,176(2)	A	$0	51,672	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
Stock Options (Right to Buy)	$188	04/15/2024		D			1,064	(3)	05/13/2026	Common Stock	1,064	(4)	0	D
Stock Options (Right to Buy)	$23.75	04/15/2024		D			3,125	(3)	11/22/2027	Common Stock	3,125	(4)	0	D

Explanation of Responses:

1. Transaction reported is a grant of 52,977 restricted stock awards representing shares of Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of the issuer ("Preferred Stock"), which were approved by the Compensation Committee. The shares of Preferred Stock will vest 100% upon the reporting person's separation from the issuer.

2. Transaction reported is a grant of 41,176 restricted stock awards representing shares of Common Stock, which were approved by the Compensation Committee. The shares of Common Stock will vest 33% on June 1, 2024, 33% on June 1, 2025, and 34% on June 1, 2026, in each case subject to the reporting person remaining in the service of the issuer on each such vesting date.

3. All shares of Common Stock subject to this stock option were vested and exercisable on the date of cancellation.

4. On April 15, 2024, the stock options were cancelled by mutual agreement of the reporting person and the issuer.

Remarks:

On October 13, 2023, the issuer effected a reverse stock split (the "Reverse Stock Split") of outstanding shares of its common stock, par value $0.001 per share ("Common Stock"), pursuant to which every 25 shares of Common Stock were automatically reclassified into one new share of Common Stock. Proportionate adjustments were made to the issuer's outstanding equity awards as well as the exercise, grant and acquisition prices of such equity awards, as applicable. Accordingly, all amounts of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

	/s/ Christopher Gandolfo, Attorney in Fact	04/17/2024
	** Signature of Reporting Person	Date
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