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^*

WRIGHT JAY O

(Last)

(First)

(Middle)

3 BETHESDA METRO CENTER, SUITE 700

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2022

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

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

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

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)
Common Stock	1,207,072	D

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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,852,500	⁽¹⁾	D
Warrants⁽²⁾	01/20/2021	01/20/2028	Common Stock	65,000	$1.6	D
Warrants⁽²⁾	08/05/2021	08/05/2028	Common Stock	160,000	$3.4	D
Warrants⁽²⁾	08/12/2021	08/12/2028	Common Stock	725,425	$2	D
Warrants⁽²⁾	11/16/2021	11/16/2028	Common Stock	85,000	$4	D
Warrants⁽²⁾	05/02/2022	05/02/2029	Common Stock	180,509	$3.8	D

Explanation of Responses:

1. Mr. Wright is the holder of 1,570,500 shares of Series B Preferred Stock which will be converted into 7,852,500 shares of Common Stock concurrently with the Company's offering.

2. Mr. Wright was granted a total of 1,215,934 warrants that are exercisable into 1,215,934 shares of Common Stock.

Remarks:

General Counsel, Secretary, Treasurer, Vice Chairman

	/s/ Jay Wright	10/12/2022
	** 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.
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