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

Role: Co-Chief Executive Officer, Director, 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, 07:20 PM
Previous filing: Oct 4, 2021

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	See footnote	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		See footnote	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 Crixus BH3 Sponsor LLC, the sponsor of the issuer (the "Sponsor"). The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by the Reporting Person and Daniel Lebensohn. Each of the Reporting Person and Mr. Lebensohn indirectly share voting and dispositive power over the securities held by the Sponsor, and may be deemed to beneficially own the securities held by the Sponsor. The Reporting Person and Mr. Lebensohn disclaim beneficial ownership of the securities held by the Sponsor 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.