Crixus BH3 Sponsor, LLC - Oct 6, 2023 Form 4 Insider Report for Crixus BH3 Acquisition Co (BHAC)

Role: 10%+ Owner
Signature: /s/ Brian J. Gavsie, Attorney-in-Fact
Stock symbol: BHAC
Transactions as of: Oct 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/11/2023, 07:17 PM
Previous filing: Oct 4, 2021
Next filing: Nov 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHAC	Class A Common Stock	Conversion of derivative security		+3M			3M	Oct 6, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BHAC	Class B Common Stock	Conversion of derivative security		-3M	-72.48%		1.14M	Oct 6, 2023	Class A Common Stock	3M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of Class A common stock of the Issuer acquired upon conversion of shares of Class B common stock of the Issuer at the Reporting Person's election.
F2	The securities are held directly by the Reporting Person. The Reporting Person is controlled by BH3 Management LLC, an entity owned and controlled indirectly by Daniel Lebensohn and Gregory Freedman. Each of Messrs. Lebensohn and Freedman indirectly share voting and dispositive power over the securities held by the Reporting Person and may be deemed to beneficial own the securities held by the Reporting Person. Mr. Lebensohn and Mr Freedman disclaim beneficial ownership of the securities held by the Reporting Person except to the extent of their pecuniary interest therein.
F3	The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269). Pursuant to an amendment to the Issuer's amended and restated certificate of incorporation filed on October 6, 2023, holders of Class B common stock now also have the right to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder.