Christopher A. Marlett - 25 Jul 2023 Form 3 Insider Report for MDB Capital Holdings, LLC (MDBH)

Role: CEO, Director, 10%+ Owner
Signature: /s/ Christopher A. Marlett
Issuer symbol: MDBH
Transactions as of: 25 Jul 2023
Net transactions value: $0
Form type: 3
Filing time: 02 Aug 2023, 08:00:45 UTC
Next filing: 20 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MDBH	Class A Common Shares						79,933	25 Jul 2023	Direct
holding	MDBH	Class B Common Shares						3,755,000	25 Jul 2023	Direct

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
holding	MDBH	Restricted Stock Units for Class A Common Shares							25 Jul 2023	Class A Common Shares	500,000	$0.000000	Direct	F1
holding	MDBH	Restricted Stock Units for Class A Common Shares							25 Jul 2023	Class A Common Shares	500,000	$0.000000	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Restricted Stock Units vest at the rate of 20% (100,000 units) on October 24, 2024, then 10% (50,000 units) thereafter every six months, and 40% (200,000 units) on April 15, 2027, provided he is employed by the company at the vesting date.
F2	The Restricted Stock Units vest as to 500,000 units after the 13th month anniversary of the class A common shares being listed on a US national securities exchange and before April 15, 2027, if and when (y) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $20.00 or more during the period April 15, 2022 to April 15, 2027, and average monthly trading volume of 2,000,000 class A common shares or more during that 90 calendar day period, or (z) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $25.00 or more during the period April 15, 2022 and April 15, 2027; provided further, that if there is a distribution of cash, stock or other property by the Company on the class A common shares, then the foregoing average amounts of $20.00 or $25.00 will be reduced for the distribution.

Content

The Restricted Stock Units vest at the rate of 20% (100,000 units) on October 24, 2024, then 10% (50,000 units) thereafter every six months, and 40% (200,000 units) on April 15, 2027, provided he is employed by the company at the vesting date.

The Restricted Stock Units vest as to 500,000 units after the 13th month anniversary of the class A common shares being listed on a US national securities exchange and before April 15, 2027, if and when (y) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $20.00 or more during the period April 15, 2022 to April 15, 2027, and average monthly trading volume of 2,000,000 class A common shares or more during that 90 calendar day period, or (z) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $25.00 or more during the period April 15, 2022 and April 15, 2027; provided further, that if there is a distribution of cash, stock or other property by the Company on the class A common shares, then the foregoing average amounts of $20.00 or $25.00 will be reduced for the distribution.