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* Mercato Partners Growth III GP, LLC (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (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) Director X 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) Form filed by One Reporting Person X 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)
Class A Common Stock	6,303,215	I	See Footnotes(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Notes	(3)	(3)	Class A Common Stock	164,807	(3)	I	See Footnotes(2)(4)

1. Name and Address of Reporting Person* Mercato Partners Growth III GP, LLC (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mercato Partners Growth III, L.P. (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mercato Partners Growth AI III, L.P. (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mercato Partners Traverse IIIe, L.P. (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mercato Traverse MNTN Series D Coinvest, LLC (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARNOCK GREG (Last) (First) (Middle) 2750 E. COTTONWOOD PKWY, SUITE 500 (Street) COTTONWOOD HEIGHTS UT 84121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of (i) 5,902,196 shares of Class A common stock held by Mercato Partners Growth III, L.P. ("MPG III"); (ii) 164,831 shares of Class A common stock held by Mercato Partners Growth AI III L.P. ("MPG AI III"); (iii) 25,000 shares of Class A common stock held by Mercato Partners Traverse IIIe, L.P. ("MPG IIIe"); and (iv) 211,188 shares of Class A common stock held by Fund 00103, a Series of MERCATO TRAVERSE MNTN SERIES D COINVEST, LLC ("Fund 00103").

2. Mercato Partners Growth III GP, LLC ("MPG III GP") is the sole general partner of MPG III, MPG AI III and MPG IIIe, and the sole manager of Fund 01003. Greg Warnock is the manager of MPG III GP and as such, MPG III GP and Mr. Warnock may be deemed to share beneficial ownership of the securities held of record by MPG III, MPG AI III, MPG IIIe and Fund 01003. Each of MPG III GP and Mr. Warnock disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

3. 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).

4. Consists of convertible notes convertible into 158,862 shares of Class A common stock held by MPG III and convertible notes convertible into 5,945 shares of Class A common stock held by MPG AI III.

Remarks:

Exhibit 24 - Power of Attorney.

	Mercato Partners Growth III GP, LLC, By: /s/ Gregory Warnock, Managing Director	05/22/2025
	Mercato Partners Growth III, L.P., By: Mercato Partners Growth III GP, LLC, its General Partner, By: /s/ Gregory Warnock, Managing Director	05/22/2025
	Mercato Partners Growth AI III, L.P., By: Mercato Partners Growth III GP, LLC, its General Partner, By: /s/ Gregory Warnock, Managing Director	05/22/2025
	Mercato Partners Traverse IIIe, L.P., By: Mercato Partners Growth III GP, LLC, its General Partner, By: /s/ Gregory Warnock, Managing Director	05/22/2025
	Fund 00103, a Series of MERCATO TRAVERSE MNTN SERIES D COINVEST, LLC, By: Mercato Partners Growth III GP, LLC, its Manager, By: /s/ Gregory Warnock, Managing Director	05/22/2025
	/s/ Gregory Warnock	05/22/2025
	** Signature of Reporting Person	Date
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