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* Atkinson Heather (Last) (First) (Middle) C/O VENU HOLDING CORPORATION 1755 TELSTAR DRIVE, SUITE 501 (Street) COLORADO SPRINGS CO 80920 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/25/2024	3. Issuer Name and Ticker or Trading Symbol Venu Holding Corp [ VENU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	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, par value $0.001	148,248	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Compensatory Warrant (right to buy)	05/27/2020	05/27/2025	Common Stock, par value $0.001	33,335	$1.2	D
Compensatory Warrant (right to buy)	(1)	04/05/2026	Common Stock, par value $0.001	16,666	$0.12	D
Compensatory Warrant (right to buy)	(2)	04/11/2036	Common Stock, par value $0.001	125,000	$2	D
Compensatory Warrant (right to buy)	10/11/2022	10/11/2027	Common Stock, par value $0.001	150,000	$3	D
Compensatory Warrant (right to buy)	(3)	02/28/2031	Common Stock, par value $0.001	200,000	$10	D
Compensatory Warrant (right to buy)	(4)	10/01/2031	Common Stock, par value $0.001	92,083	$10	D

Explanation of Responses:

1. This warrant was granted on April 5, 2021, and began vesting in four equal annual installments beginning on April 5, 2022.

2. This warrant was granted on April 11, 2022, and began vesting in four equal annual installments beginning on April 11, 2023.

3. This warrant was granted on February 28, 2024, and began vesting according to the following schedule: 66,667 shares of common stock, par value $0.001 per share, underlying the warrant ("Warrant Shares") vested on the grant date; 66,667 Warrant Shares will vest on February 28, 2025, and 66,666 Warrant Shares will vest on February 28, 2026.

4. This warrant was granted on October 1, 2024, and began vesting according to the following schedule: 30,695 shares of common stock, par value $0.001 per share, underlying the warrant ("Warrant Shares") vested on the grant date; 30,694 Warrant Shares will vest on October 1, 2025, and 30,694 Warrant Shares will vest on October 1, 2026.

	/s/ Heather Atkinson	12/04/2024
	** 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).
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