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).

1. Name and Address of Reporting Person^*

Mehalick David

(Last)

(First)

(Middle)

105 BRADFORD RD, SUITE 420

(Street)

WEXFORD

15090

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coeptis Therapeutics Holdings, Inc. [ COEP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2023

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)

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 Options (right to buy)⁽¹⁾	$1.6⁽⁵⁾	01/27/2023		A		375,000		⁽³⁾	⁽⁷⁾	Common Stock	375,000	⁽⁵⁾	375,000⁽⁹⁾	D
Incentive Stock Options (right to buy)⁽²⁾	$1.76⁽⁶⁾	01/27/2023		A		250,000		⁽⁴⁾	⁽⁸⁾	Common Stock	250,000	⁽⁶⁾	250,000⁽¹⁰⁾	D

Explanation of Responses:

1. On January 27, 2023, the reporting person received a grant of 375,000 stock options, as non-qualified options, under the 2022 equity incentive plan.

2. On January 27, 2023, the reporting person received a grant of 250,000 incentive stock options, under the 2022 equity incentive plan.

3. Options will vest over 4 years, with the first 25% vesting on 12/31/23, and the balance vesting in equal quarterly installments over the succeeding three years, with the final options vesting on 12/31/26.

4. Options will vest over 4 years, with the first 25% vesting on 12/31/23, and the balance vesting in equal quarterly installments over the succeeding three years, with the final options vesting on 12/31/26.

5. The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Global Market on the day of grant.

6. The exercise price is equal to 110% of the FMV of the shares on the day of grant.

7. Expiration date is ten years from the day of grant

8. Expiration date is five years from the day of grant, as the reporting person is a 10% owner and the options are incentive stock options.

9. Following the exercise of options under both reported transactions, the reporting person will have a total of 625,000 derivative securities beneficially owned.

10. Following the exercise of options under both reported transactions, the reporting person will have a total of 625,000 derivative securities beneficially owned.

	/s/ David Mehalick	01/31/2023
	** 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.

SEC Form 4 filed by Mehalick David