Statement of Changes in Beneficial Ownership (4)
24 September 2022 - 9:34AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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GERACI JOSEPH ANTHONY II |
2. Issuer Name and Ticker or Trading Symbol
Mill City Ventures III, Ltd
[
MCVT
]
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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 |
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(Last)
(First)
(Middle)
1907 WAYZATA BLVD., SUITE 205 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2022 |
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(Street)
WAYZATA, MN 55391
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 7677 | I | By spouse |
| Common Stock | | | | | | | | 128915 | I | By Lantern Advisers LLC (1) |
| Common Stock | | | | | | | | 315779 (2) | D | |
| Common Stock | 9/22/2022 | | A | | 9908 (3) | A | $2.05 | 325687 (2) | D | |
| Common Stock | | | | | | | | 445 (4) | I | By self as UTMA custodian for minor child |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 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) | Shares were acquired by the reporting person pursuant to a stock award made by the issuer, upon approval of the full Board of Directors and election of the reporting person, in lieu of regular cash compensation (net of taxes) payable for the fiscal quarter ended September 30, 2022. The reported price is the closing market price of the common stock on the date of the stock award. |
| (4) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GERACI JOSEPH ANTHONY II
1907 WAYZATA BLVD., SUITE 205
WAYZATA, MN 55391 | X |
| Chief Financial Officer |
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Signatures
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| /s/ Joseph A. Geraci, II | | 9/23/2022 |
| **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 control number. |
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