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^*

Ferdinand Brian

(Last)

(First)

(Middle)

2125 BISCAYNE BLVD.

SUITE 253

(Street)

MIAMI

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024

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)
Common Stock	05/20/2024		D		7,500,000⁽¹⁾	D	$0	7,847,917	I	by THA Holdings LLC⁽²⁾
Common Stock								225,825	D
Common Stock								462,500	I	by THA Family II Limited Liability Company⁽³⁾
Common Stock								73,334	I	by SuperLuxMia LLC⁽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)
Warrants	$0.01	05/20/2024		A		7,500,000⁽⁵⁾		⁽⁶⁾	05/17/2034	Common Stock	7,500,000⁽⁵⁾	$0	7,500,000	I	By THA Holdings LLC⁽²⁾
Warrants	$4.2							08/12/2022	08/12/2027	Common Stock	250,000		250,000	I	by THA Family II Limited Liability Company⁽³⁾
Warrants	$4.2							08/12/2022	08/12/2027	Common Stock	110,000		110,000	I	by THA Family II Limited Liability Company⁽³⁾

Explanation of Responses:

1. Represents shares of the Issuer's Common Stock disposed by the Reporting Person to the Issuer in exchange for 7,500,000 Warrants. Such exchange is consummated pursuant to the Exchange Agreement between the Reporting Person and the Issuer, dated May 17, 2024.

2. THA Holdings LLC is an entity controlled and operated by the Reporting Person.

3. THA Family II Limited Liability Company is an entity controlled and operated by the Reporting Person.

4. SuperLuxMia LLC is an entity controlled and operated by the Reporting Person.

5. Represents 7,500,000 Warrants issued to the Reporting Person by the Issuer pursuant to the terms of the Exchange Agreement between the Reporting Person and Issuer, dated May 17, 2024.

6. This Warrant shall be exercisable commencing the date that is one (1) day after the date an amendment to the certificate of incorporation of the Issuer to increase the Company's authorized capital from 100 million shares to 220 million shares is filed and effective with the Secretary of State of the State of Delaware.

	/s/ Brian Ferdinand	05/20/2024
	** 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.