SEC FORM 4

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

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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).

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^*

Hebert Michael Robert

(Last)

(First)

(Middle)

C/O PSQ HOLDINGS, INC.

250 S. AUSTRALIAN AVENUE, SUITE 1300

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PSQ Holdings, Inc. [ PSQH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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, par value $0.0001 per share	01/26/2024		A		50,000⁽¹⁾	A	$0	50,000⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	03/18/2024		A		11,453⁽³⁾	A	$0	61,453⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	03/18/2024		A		50,000⁽⁴⁾	A	$0	111,453⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	09/01/2024		F		2,789	D	$2.69	108,664⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	09/25/2024		M⁽⁵⁾		16,666⁽⁵⁾	A	$0⁽⁵⁾	125,330⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	09/25/2024		F		12,177	D	$2.41	113,153⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	01/29/2025		A		150,000⁽⁶⁾	A	$0	263,153⁽²⁾	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)	Code	V	(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 Unit	⁽⁵⁾	09/24/2024		M⁽⁵⁾			16,666	⁽⁵⁾	⁽⁵⁾	Class A Common Stock, par value $0.0001 per share	16,666	$0⁽⁵⁾	33,334	D

Explanation of Responses:

1. The grant of 50,000 restricted stock units ("RSUs") made to the reporting person on January 26, 2024, vests as follows: one-third of the restricted stock unit award vested on September 25, 2024, one-third of the restricted stock unit award will vest on September 25, 2025 and one-third of the restricted stock unit award will vest on September 25, 2026, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") upon vesting of the unit.

2. Certain of the securities reported in Column 5 of Table I are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the terms and conditions of the RSU award and the Issuer's 2023 Stock Incentive Plan.

3. The grant of 11,453 RSUs made to the reporting person on March 18, 2024, vested in full on September 1, 2024.

4. The grant of 50,000 RSUs made to the reporting person on March 18, 2024, vests as follows: one-third of the restricted stock unit award vested on September 25, 2024, one-third of the restricted stock unit award will vest on September 25, 2025 and one-third of the restricted stock unit award will vest on September 25, 2026, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock upon vesting of the unit.

5. The grant of 50,000 RSUs made to the reporting person on September 25, 2023, vests as follows: one-third of the restricted stock unit award vested on September 25, 2024, one-third of the restricted stock unit award will vest on September 25, 2025 and one-third of the restricted stock unit award will vest on September 25, 2026, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock upon vesting of the unit.

6. The securities reported in Column 4 of Table I are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock. The 150,000 RSUs vest as follows: 50,000 RSUs vest on February 1, 2026, 50,000 RSUs vest on February 1, 2027, and 50,000 RSUs vest on February 1, 2028, subject to the terms and conditions of the RSU award and the Issuer's 2023 Stock Incentive Plan and subject to the Reporting Person's continued employment with the Issuer.

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	01/31/2025
	** Signature of Reporting Person	Date
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