SEC FORM 4

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^*

SAMINI KEYVAN

(Last)

(First)

(Middle)

C/O MOBIX LABS, INC.

15420 LAGUNA CANYON RD., SUITE 100

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOBIX LABS, INC [ MOBX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CFO & Director

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2025

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)
Class A Common Stock	05/05/2025		A		2,550,000⁽¹⁾	A	$0.00	2,550,000⁽²⁾	D
Class A Common Stock								73,529	I⁽³⁾	By KSLI Trust
Class A Common Stock								171,146	I⁽³⁾	By KSSF Trust
Class A Common Stock								73,529	I⁽³⁾	By SSLI Trust

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)
Option (Right to Buy)	$0.17							⁽⁴⁾	08/10/2030	Class A Common Stock	323,529		323,529⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	333,333		333,333	D
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	125,000		125,000	D

Explanation of Responses:

1. These Restricted Stock Awards ("RSAs") were granted to the Reporting Person on May 5, 2025 and will vest over a two year period and can be accelerated if certain stock price thresholds are met.

2. This amount reflects the correct number of shares directly held by the Reporting Person and corrects an error filed in the previous Form 4 filed on April 17, 2025, in which 323,529 shares were inadvertently reported on Table I and should have only been reflected as options in Table II.

3. The Reporting Person is a trustee of this trust. The Reporting Person disclaims beneficial ownership of the securities held by this trust except to the extent of his respective pecuniary interest therein.

4. These options are fully vested and exercisable.

5. This amount reflects the correct number of options held by the Reporting Person and corrects an administrative error filed in the previous Form 4 filed on April 17, 2025.

6. The Restricted Stock Units ("RSUs") convert to Class A Common Stock on a one-for-one basis.

7. These RSUs will vest on December 21, 2025.

8. The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the Reporting Person, and will be automatically converted upon (i) a transfer by the Reporting Person (other than a permitted transfer) or (ii) the first trading day after the seventh anniversary date of the Closing Date (December 21, 2023).

	/s/ Terri Aprati, Attorney-in-Fact	05/07/2025
	** 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.

President, CFO & Director Samini Keyvan was granted 2,550,000 shares (SEC Form 4)