SEC Info - Geraci Joseph Anthony II - ‘4/A’ for 11/23/22 re: Mill City Ventures III, Ltd.

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).

1. Name and Address of Reporting Person^*

GERACI JOSEPH ANTHONY II

(Last)

(First)

(Middle)

1907 WAYZATA BLVD., SUITE 205

(Street)

WAYZATA

55391

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mill City Ventures III, Ltd [ MCVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/23/22

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/25/22

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)
Common Stock								7,677	I	By spouse
Common Stock								128,915	I	By Lantern Advisers LLC ⁽¹⁾
Common Stock								325,687 ⁽²⁾	D
Common Stock								445 ⁽³⁾	I	By self as UTMA custodian for minor child

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)
Non-qualified stock option ⁽⁴⁾	$2.12	11/23/22		A		250,000		11/23/22 ⁽⁵⁾	11/22/32	Common stock	250,000	$0	250,000	D

Explanation of Responses:

(1) A Minnesota limited liability company of which the reporting person is a member and manager. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

(2) Of the reported amount, 10,000 common shares are subject to forfeiture pursuant to a restricted stock agreement with the issuer. Subject to the terms of the restricted stock grant agreement, those 10,000 shares are scheduled to vest on January 24, 2023.

(3) These common shares were transferred as a bona fide gift but remain "beneficially owned" under 17 CFR 240.13d-3. The reporting person disclaims beneficial ownership of these shares.

(4) Options were issued to the reporting person pursuant to an award approved, without restrictions, by the Compensation Committee of the Board of Directors of the issuer on November 23, 2022. The exercise price is the closing market price of the common stock on the date of the award.

(5) The options are not exercisable by their terms unless and until the related equity compensation plan shall have been approved by the issuer's shareholders.

Remarks:

This amendment is being filed to correct a reporting error in the original filing indicating that the award made on 11/23/22 was a stock award. Accordingly, the relevant row in Table I has been removed and the corrected information now appears in Table II.

	/s/ Joseph A. Geraci, II	11/30/22
	** 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).
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.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Geraci Joseph Anthony II – ‘4/A’ for 11/23/22 re: Mill City Ventures III, Ltd.

On: Thursday, 12/1/22, at 9:57pm ET · For: 11/23/22 · As: Director and Officer · Accession #: 1104659-22-123845 · File #: 1-41472

Previous ‘4’: ‘4’ on 11/25/22 for 11/23/22 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Geraci Joseph Anthony II – ‘4/A’ for 11/23/22 re: Mill City Ventures III, Ltd.

On: Thursday, 12/1/22, at 9:57pm ET · For: 11/23/22 · As: Director and Officer · Accession #: 1104659-22-123845 · File #: 1-41472

Previous ‘4’: ‘4’ on 11/25/22 for 11/23/22 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents