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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Ferdinand Brian
(Last) (First) (Middle)
2125 BISCAYNE BLVD.
SUITE 253
(Street)
MIAMI FL 33137
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2023
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)
Code V Amount (A) or (D) Price
Common Stock 02/14/2023 J(1) 874,474 D $0 15,468,969 I by THA Holdings LLC(2)
Common Stock 462,500 I by THA Family II Holdings LLC(3)
Common Stock 73,334 I by SuperLuxMia LLC(4)
Common Stock 115,000 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Make-Whole Right (Obligation to Sell) $0 02/14/2023 J 874,474 02/14/2023 02/14/2023 Common Stock 874,474 $0(1) 125,526 I by THA Holdings LLC
Make-Whole Right (Obligation to Sell) $0 02/14/2023 J 125,526 02/14/2023 02/14/2023 Common Stock 125,526 $0(1) 0 I by THA Holdings LLC
Warrants $4.2 08/12/2022 08/12/2027 Common Stock 250,000 250,000 I by THA Family II Limited Liability Company(5)
Warrants $4.2 08/12/2022 08/12/2027 Common Stock 112,500 112,500 I by THA Family II Limited Liability Company(6)
Warrants $4.2 08/12/2022 08/12/2027 Common Stock 55,000 55,000 I by SuperLuxMia LLC(7)
Explanation of Responses:
1. As reported in the Issuer's Current Report on Form 8-K filed on December 20, 2022, THA Holdings LLC deposited 1,000,000 shares of the Issuer's common stock into escrow (the "Escrow") in support of a make-whole right granted by THA to Greenle Partners LLC Series Alpha PS and Greenle Partners LLC Series Beta P.S. (together, "Greenle"). Mr. Ferdinand via THA agreed to personally pay to Greenle any difference in the aggregate amount Greenle realizes in public or private sales of the shares of the Issuer's common stock that were issued to Greenle upon conversion of $3 million principal amount of Issuer's debt held by Greenle. This Form 4 reports that on February 16, 2023, the Escrow was terminated with 874,474 shares being transferred to Greenle by THA and 125,526 shares being returned to THA. Neither Mr. Ferdinand or THA received any cash proceeds from the transfer to Greenle.
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.
Brian Ferdinand 02/17/2023
** 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.