ThZeal - The Zeal

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Beuerlein Tyler

(Last)

(First)

(Middle)

C/O SHF HOLDINGS, INC.

1526 COLE BLVD, SUITE 250

(Street)

GOLDEN

80401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHF Holdings, Inc. [ SHFS ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/09/2023		A	116,666⁽²⁾	A	$0	350,000⁽¹⁾	D
Class A Common Stock	12/31/2023		M	19,600⁽²⁾	A	$0	369,600⁽¹⁾	D
Class A Common Stock	12/31/2023		F	6,203	D	$1.42	363,397⁽¹⁾	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	01/10/2023		A	58,800		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	58,800	$0	58,800	D
Restricted Stock Units	⁽³⁾	12/31/2023		M		19,600	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	19,600	$0	39,200	D

Explanation of Responses:

1. Includes incentive stock options to purchase 233,334 shares of the Issuer's Class A Common Stock, which options expire ten years from October 4, 2022 (the grant date of such options) and have an exercise price per share equal to $6.67. 33% of the options vested on October 4, 2022, 33% of the options vested on October 4, 2023, and the remaining options shall vest on October 4, 2024. The Reporting Person is subject to a lockup agreement with the Issuer regarding the shares underlying these incentive stock options.

2. The reported transaction involved the Reporting Person's receipt of 116,667 restricted stock units under the Issuer's 2022 Equity Incentive Plan, all of which vested immediately upon issuance.

3. The restricted stock units issued to the Reporting Person convert into shares of Class A Common Stock on a one-for-one basis.

4. On January 10, 2023, the Reporting Person was granted 58,800 restricted stock units under the Issuer's 2022 Equity Incentive Plan, which vest in three equal, annual installments beginning on December 31, 2023.

	/s/ Tyler Beuerlein	12/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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