SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person* Burnham James D (Last) (First) (Middle) C/O SAFE AND GREEN DEVELOPMENT, CORP., 100 BISCAYNE BLVD., SUITE 1201 (Street) MIAMI FL 33132 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Safe & Green Development Corp [ SGD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2025
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Convertible Preferred Stock	09/29/2025		D		377,225(1)	D	(1)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	09/29/2025		A		377,225(1)		09/29/2025	(1)	Common Stock	1,094,567(3)	(4)	377,725	D

Explanation of Responses:

1. At the Issuer's Annual Meeting of Stockholders held on September 29, 2025, the Issuer's stockholders approved the issuance of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon the conversion of the Issuer's Series A Convertible Preferred Stock pursuant to the terms set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock ("Series A Preferred"). Stockholder approval of the conversion feature of the shares of Series A Preferred held by the Reporting Person is being reported herein as a disposition of a non-derivative security to the Issuer and an acquisition of a derivative security from the Issuer. There is no expiration date related to the conversion of the shares of Series A Preferred into shares of Common Stock.

2. Each share of Series A Preferred is convertible into six shares of the Issuer's Common Stock, subject to compliance with Nasdaq rules.

3. To maintain the Reporting Person's interest below 19.99% in accordance with Nasdaq rules, as of the date hereof, the shares of Series A Preferred held by the Reporting Person are convertible into 1,094,567 shares of the Issuer's Common Stock (notwithstanding that 377,225 shares of Series A Preferred would otherwise be convertible, at a conversion ratio of six shares of the Issuer's Common Stock for each share of Series A Preferred, into 2,263,350 shares of the Issuer's Common Stock).

4. The Reporting Person received the shares of Series A Preferred from the Issuer as partial consideration for the Reporting Person's membership interest in Resource Group US Holdings LLC ("Resource Group") in connection with the Issuer's acquisition of Resource Group pursuant to the Membership Interests Purchase Agreement, dated as of February 25, 2025, as amended June 2, 2025.

	/s/ Nicolai Brune, Attorney-in-Fact	10/02/2025
	** 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 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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