CEO & Chairman of the Board Mo Michael was granted 2,000,000 shares and acquired 270,000 units of Series A Preferred Stock, decreasing direct ownership by 96% to 1,000,000 units (SEC Form 4)
$KULR
Electrical Products
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KULR Technology Group, Inc. [ KULR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/16/2025 | A(1) | 2,000,000(1) | A | $0(1) | 24,941,340(1)(2) | D | |||
| Series A Preferred Stock | 01/16/2025 | J(3) | 270,000 | A | $0(3) | 1,000,000(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Effective January 16, 2025, the Board of Directors ("Board") of KULR Technology Group, Inc. (the "Company"), at the recommendation of the Compensation Committee of the Board approved a restrict stock unit grant ("RSU") to Mr. Mo in the amount of 2,000,000 shares of the Company's common stock. The 2,000,000 shares are subject to vesting in four (4) equal annual installments with the first installment vesting on January 17, 2026. The beneficial ownership set forth in Column 5 includes the 2,000,000 shares underlying the grant described above and includes 22,941,340 shares of common stock, which consists of: (i) 19,755,110 shares held directly by Mr. Mo; (ii) 1,400,000 shares held jointly by Mr. Mo and his spouse; and (iii) RSU awards for an aggregate of 1,786,230 shares of the Company's common stock even though such RSUs are not all expected to settle within 60 days of this Form 4. |
| 2. The beneficial ownership set forth in Column 5 includes the shares underlying all RSUs held by Mr. Mo, even though they are not all expected to settle or vest within 60 days of this Form 4. |
| 3. The Company issued 270,000 shares of Non-Convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer, Michael Mo, in accordance with a resolution passed by the Company's Board of Directors and the prior approval of the majority stockholders of the Company. This issuance is part of a strategic initiative to reinforce and enhance the Company's flexibility to optimize its negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions. |
| /s/ Michael Mo | 01/17/2025 | |
| ** 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. | ||