FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Ferdinand Brian
2. Issuer Name and Ticker or Trading Symbol

LUXURBAN HOTELS INC. [ LUXH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

2125 BISCAYNE BLVD., SUITE 253
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2023
(Street)

MIAMI, FL 33137
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/15/2023  A  15825 (1)A$2.86 130825 D  
Common Stock         15468969 I by THA Family Holdings LLC (2)
Common Stock         462500 I by THA Family II Holdings LLC (3)
Common Stock         73334 I by SuperLuxMia LLC (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants $4.2           8/12/2022 8/12/2027 Common Stock 250000  250000 I by THA Family II LLC (5)
Warrants $4.2           8/12/2022 8/12/2027 Common Stock 112500  112500 I by THA Family II LLC (6)
Warrants $4.2           8/12/2022 8/12/2027 Common Stock 55000  55000 I by SuperLuxMia (7)

Explanation of Responses:
(1) This acquisition of 15,825 shares is made pursuant to a Subscription Agreement between Mr. Ferdinand and the Issuer, pursuant to which the Issuer issued 15,825 shares of common stock to Mr. Ferdinand in exchange for consideration of $45,259.46, representing accrued and unpaid cash compensation to which he was entitled pursuant to his employment agreement with the Issuer.
(2) THA Holdings LLC is an entity owned and operated by the Reporting Person.
(3) THA Family II Limited Liability Company is an entity owned and operated by the Reporting Person.
(4) SuperLuxMia LLC is an entity owned and operated by the Reporting Person.
(5) Comprised of underlying shares of the Issuer's common stock issuable upon exercise of the THA Contingent Warrants owned by THA Family II Limited Liability Company.
(6) Comprised of shares of the Issuer's common stock underlying the 2022 Insider Bridge Warrant owned by THA Family II Limited Liability Company.
(7) Comprised of shares of the Issuer's common stock underlying the 2022 Insider Bridge Warrant owned by SuperLuxMia LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ferdinand Brian
2125 BISCAYNE BLVD.
SUITE 253
MIAMI, FL 33137
XXChief Executive Officer

Signatures
/s/ Brian Ferdinand5/17/2023
**Signature of Reporting PersonDate


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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