Crixus BH3 Sponsor, LLC - 02 Nov 2023 Form 4 Insider Report for Focus Impact BH3 Acquisition Co (BHAC)

Role: Director, 10%+ Owner
Signature: /s/ Brian J. Gavsie, Attorney-in-Fact for Crixus BH3 Sponsor LLC
Issuer symbol: BHAC
Transactions as of: 02 Nov 2023
Net transactions value: $0
Form type: 4
Filing time: 06 Nov 2023, 20:31:28 UTC
Previous filing: 11 Oct 2023
Next filing: 01 Aug 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHAC	Class A Common Stock	Sale		-2,200,940	-73%		799,060	02 Nov 2023	Direct	F1, F2, F3

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	Sale		-578,191	-51%		561,051	02 Nov 2023	Class A Common Stock	578,191		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	On September 27, 2023, the Issuer, Crixus BH3 Sponsor LLC (the "Sponsor") and Focus Impact BHAC Sponsor (the "New Sponsor") entered into a Purchase Agreement, pursuant to which the New Sponsor agreed to purchase an aggregate of 3,746,303 shares of common stock and 4,160,000 private placement warrants from the Sponsor and each of its anchor investors for an aggregate purchase price of $16,288.27. This Form 4 reflects the Sponsor's transfer of 2,200,940 shares of Class A Common Stock and 578,191 shares of Class B Common Stock to the New Sponsor.
F2	The securities are held directly by the Sponsor and excludes 2,240,000 shares of Class A Common Stock underlying 2,240,000 private placement warrants of the Issuer. The Sponsor 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 Sponsor and may be deemed to beneficially own the securities held by the Sponsor. Mr. Lebensohn and Mr. Freedman 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).