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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Curelaru Yishay

(Last)

(First)

(Middle)

411 WAVERLEY OAKS ROAD,

SUITE 114

(Street)

WALTHAM

02452

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2023

3. Issuer Name and Ticker or Trading Symbol
Ondas Holdings Inc. [ ONDS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, Treasurer and Secretary

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	672	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)
Stock Option (right to buy)	⁽¹⁾	03/16/2033	Common Stock	375,000	$1.46	D
Stock Option (right to buy)	⁽²⁾	09/13/2031	Common Stock	51,591	$10.9992⁽³⁾	D
Stock Option (right to buy)	⁽⁴⁾	09/13/2031	Common Stock	25,795	$21.9984⁽³⁾	D
Stock Option (right to buy)	⁽⁵⁾	09/13/2031	Common Stock	17,614	$0.4356⁽³⁾	D
Stock Option (right to buy)	⁽⁶⁾	05/07/2030	Common Stock	28,915	$0.4356⁽³⁾	D
Stock Option (right to buy)	⁽⁷⁾	07/26/2030	Common Stock	6,565	$0.4356⁽³⁾	D
Stock Option (right to buy)	⁽⁸⁾	11/21/2028	Common Stock	349	$0.4356⁽³⁾	D

Explanation of Responses:

1. The stock options were granted on March 16, 2023 and vest (i) 25% on March 16, 2024 and (ii) the remaining 75% in thirty-six (36) equal monthly installments thereafter.

2. The stock options were granted on September 13, 2021 and vest in sixteen equal quarterly installments with the first vesting date commencing on December 13, 2021. 11,285 stock options are vested and fully exercisable.

3. The exercise price was converted from NIS to United States Dollars using the exchange rate on September 19, 2023.

4. The stock options were granted on September 13, 2021 and vest in sixteen equal quarterly installments with the first vesting date commencing on December 13, 2021. 22,571 stock options are vested and fully exercisable.

5. The stock options were granted on September 13, 2021 and have fully vested and are fully exercisable.

6. The stock options were granted on January 25, 2021 and have fully vested and are fully exercisable.

7. The stock options were granted on July 26, 2020 and have fully vested and are fully exercisable.

8. The stock options were granted on November 21, 2018 and have fully vested and are fully exercisable.

	/s/ Yishay Curelaru	09/29/2023
	** 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.