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^*

Singh Gurvinder

(Last)

(First)

(Middle)

1033 GEORGE HANOSH BOULEVARD

(Street)

GRANTS

87020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bright Green Corp [ BGXX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2024

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)

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	⁽¹⁾	03/31/2024		D		625,000		⁽²⁾	⁽²⁾	Common Stock	625,000	$0.00	0	D
Employee Stock Option(right to buy)	$0.385	03/31/2024		D		625,000		⁽³⁾	⁽³⁾	Common Stock	625,000	$0.00	0	D
Restricted Stock Unit	⁽¹⁾	03/31/2024		A		3,000,000		⁽⁴⁾	⁽⁴⁾	Common Stock	3,000,000	$0.00	0	D
Restricted Stock Unit	⁽¹⁾	03/31/2024		A		500,000		⁽⁵⁾	⁽⁵⁾	Common Stock	500,000	$0.00	0	D
Restricted Stock Unit	⁽¹⁾	03/31/2024		A		2,000,000		⁽⁶⁾	⁽⁶⁾	Common Stock	2,000,000	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share.

2. Represents restricted stock units granted under the Bright Green Corporation 2022 Omnibus Equity Incentive Plan (the "2022 Plan"). The restricted stock units were canceled by mutual agreement of the reporting person and the Issuer.

3. Represents an option granted under the 2022 Plan. The option was canceled by mutual agreement of the reporting person and the Issuer.

4. Represents restricted stock units granted under the 2022 Plan, which shall vest in twenty-four equal monthly installments, beginning on the six month anniversary of October 2, 2023.

5. Represents restricted stock units granted under the 2022 Plan, which restricted stock units became fully vested on the date of grant.

6. Represents restricted stock units granted under the 2022 Plan, which restricted stock units shall vest upon the completion of certain milestones.

	/s/ Gurvinder Singh	04/02/2024
	** 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 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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