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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/15/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 64463 |
| Issuer Name: Soluna Holdings, Inc |
| Issuer Trading Symbol: SLNH |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1891682 |
| | Owner Name: Bottomley John |
| Reporting Owner Address: |
| | Owner Street 1: C/O SOLUNA HOLDINGS, INC. |
| | Owner Street 2: 325 WASHINGTON AVENUE EXTENSION |
| | Owner City: ALBANY |
| | Owner State: NY |
| | Owner ZIP Code: 12205 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: 9.0% Series A Cumulative Perpetual Preferred Stock |
| | Transaction Date: |
| | | Value: 4/15/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 26,489 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 27,489 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/15/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 35,294 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 37,254 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 23.75 |
| | Transaction Date: |
| | | Value: 4/15/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,125 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 11/22/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,125 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Transaction reported is a grant of 26,489 restricted stock awards representing shares of Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of the issuer ("Preferred Stock"), which were approved by the Compensation Committee. The shares of Preferred Stock will vest 100% upon the reporting person's separation from the issuer. |
| Footnote - F2: Transaction reported is a grant of 35,294 restricted stock awards representing shares of Common Stock, which were approved by the Compensation Committee. The shares of Common Stock will vest 100% upon the reporting person's separation from the issuer. |
| Footnote - F3: All shares of Common Stock subject to this stock option were vested and exercisable on the date of cancellation. |
| Footnote - F4: On April 15, 2024, the stock options were cancelled by mutual agreement of the reporting person and the issuer. |
Remarks: On October 13, 2023, the issuer effected a reverse stock split (the "Reverse Stock Split") of outstanding shares of its common stock, par value $0.001 per share ("Common Stock"), pursuant to which every 25 shares of Common Stock were automatically reclassified into one new share of Common Stock. Proportionate adjustments were made to the issuer's outstanding equity awards as well as the exercise, grant and acquisition prices of such equity awards, as applicable. Accordingly, all amounts of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split. |
Owner Signature: |
| Signature Name: /s/ Christopher Gandolfo, Attorney in Fact |
| Signature Date: 4/17/24 |