ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SETTLE DANA R

(Last)

(First)

(Middle)

C/O MNTN, INC.

823 CONGRESS AVENUE, #1827

(Street)

AUSTIN

78768

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2025

3. Issuer Name and Ticker or Trading Symbol
MNTN, Inc. [ MNTN ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	130,631	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Convertible Notes	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,061,643	⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	2,136,752	⁽⁵⁾	I	See Footnote⁽²⁾⁽⁶⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	3,243,124	⁽⁵⁾	I	See Footnote⁽²⁾⁽⁶⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	464,990	⁽⁵⁾	I	See Footnote⁽²⁾⁽⁶⁾

Explanation of Responses:

1. Each outstanding share of Class B common stock will be convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain permitted transfers.

2. Greycroft Managers II, LLC ("GCP II GP") is the general partner of Greycroft Partners II, L.P. ("GCP II"). Greycroft Growth III, LLC ("GCG III GP") is the general partner of Greycroft Growth III, L.P. ("GCG III"). The reporting person is a director of each of GCP II GP and GCG III GP and disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

3. Securities held by GCG III.

4. Upon the closing of the Issuer's initial public offering, the convertible notes will automatically convert into shares of Class A common stock upon the terms of the Note Conversion Agreement, as further described in the Issuer's Form S-1 (File No. 333-285471).

5. Upon the closing of the Issuer's initial public offering, each share of preferred stock will automatically convert into shares of Class B common stock on a one-for-one basis.

6. Securities held by GCP II.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Richard Ballard, Attorney-in-Fact	05/22/2025
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.