0001493152-23-026371.txt : 20230802 0001493152-23-026371.hdr.sgml : 20230802 20230802080045 ACCESSION NUMBER: 0001493152-23-026371 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230725 FILED AS OF DATE: 20230802 DATE AS OF CHANGE: 20230802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARLETT CHRISTOPHER A CENTRAL INDEX KEY: 0000897744 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41751 FILM NUMBER: 231133775 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD CITY: SANTA MONICA STATE: CA ZIP: 90401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MDB Capital Holdings, LLC CENTRAL INDEX KEY: 0001934642 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 874366624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4209 MEADOWDALE LN CITY: DALLAS STATE: TX ZIP: 95229 BUSINESS PHONE: 310-526-5000 MAIL ADDRESS: STREET 1: 4209 MEADOWDALE LN CITY: DALLAS STATE: TX ZIP: 95229 3 1 ownership.xml X0206 3 2023-07-25 0 0001934642 MDB Capital Holdings, LLC MDBH 0000897744 MARLETT CHRISTOPHER A C/O 14135 MIDWAY ROAD, SUITE G-150 ADDISON, TX 75001 1 1 1 0 CEO Class A Common Shares 79933 D Class B Common Shares 3755000 D Restricted Stock Units for Class A Common Shares 0 2024-10-24 2027-04-15 Class A Common Shares 500000 D Restricted Stock Units for Class A Common Shares 0 2022-04-15 2027-04-15 Class A Common Shares 500000 D The Restricted Stock Units vest at the rate of 20% (100,000 units) on October 24, 2024, then 10% (50,000 units) thereafter every six months, and 40% (200,000 units) on April 15, 2027, provided he is employed by the company at the vesting date. The Restricted Stock Units vest as to 500,000 units after the 13th month anniversary of the class A common shares being listed on a US national securities exchange and before April 15, 2027, if and when (y) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $20.00 or more during the period April 15, 2022 to April 15, 2027, and average monthly trading volume of 2,000,000 class A common shares or more during that 90 calendar day period, or (z) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $25.00 or more during the period April 15, 2022 and April 15, 2027; provided further, that if there is a distribution of cash, stock or other property by the Company on the class A common shares, then the foregoing average amounts of $20.00 or $25.00 will be reduced for the distribution. /s/ Christopher A. Marlett 2023-08-01