SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sato Kaijiro

(Last)

(First)

(Middle)

C/O CROWN ELECTROKINETICS CORP.

11601 WILSHIRE BLVD., SUITE 2240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2021

3. Issuer Name and Ticker or Trading Symbol
Crown Electrokinetics Corp. [ CRKN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-President and CMO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit⁽¹⁾⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock	400,000	⁽⁴⁾	D

Explanation of Responses:

1. This Form 3 amendment is being filed to correct the Reporting Person's original Form 3 filed on February 26, 2021. The original Form 3 erroneously disclosed a grant of 400,000 shares of restricted stock by the Issuer in connection with the Reporting Person's appointment as the Issuer's Co-President and Chief Marketing Officer; this disclosed grant was never formalized. The disclosed grant of 400,000 shares of restricted stock units was made by the Issuer in satisfaction of the Reporting Person's entitlement to an equity award grant in connection with his appointment as Co-President and Chief Marketing Officer.

2. Granted pursuant to the Issuer's 2020 Employee Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

3. 77,778 of the restricted stock unit vested on September 29, 2021. Subject to the Reporting Person remaining in continuous service with the Issuer through each applicable vesting date, 11,111 of the restricted stock units will vest monthly for a period of 28 months beginning October 25, 2021, with the remaining 11,114 restricted stock units will vesting on February 25, 2024. In the event of a change in control of the Issuer, all then-unvested restricted stock units will vest as of the date of such change in control; if the Reporting Person terminates service with the Issuer as a result of his death, disability or a termination by the Issuer without cause, 100% of the unvested restricted stock units will vest as of the date of such termination. Share of unrestricted Common Stock of the Issuer will be issued with respect to vested restricted stock units on the earliest to occur of (1) March 10, 2026; (2) the Reporting Person's separation from service; (3) a change in control; or (4) the Reporting Person's death.

4. Not applicable.

	/s/ Kaijiro Sato	12/17/2021
	** 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 5 (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).
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