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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LA ROSA JOSEPH

(Last)

(First)

(Middle)

1420 CELEBRATION BOULEVARD

SUITE 200

(Street)

CELEBRATION

34747

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
La Rosa Holdings Corp. [ LRHC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2023

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)
Common Stock	10/12/2023		M		377,428	A	$3.5⁽¹⁾	5,777,428	D
Common Stock	10/12/2023		M		60,000	A	$5⁽²⁾	5,837,428	D
Common Stock	10/12/2023		A		900,000	A	$0⁽³⁾	6,737,428	D
Common Stock	10/12/2023		M		285	A	$5	6,737,713	I	By Celebration Office Condos, 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)
Series A Convertible Preferred Stock	$5	10/12/2023		M			1,321	10/12/2023	10/12/2023	Common stock	377,428	$0.00	0.00	D
Series A Convertible Preferred Stock	$5	10/12/2023		M			1	10/12/2023	10/12/2023	Common stock	285	$0.00	0.00	I	By Celebration Office Condos, LLC⁽⁴⁾

Explanation of Responses:

1. Represents conversion of 1,321 shares of Series A Convertible Preferred Stock, $0.0001 par value per share, into 377,428 shares of the Issuer's common stock based on a 30% discount to the per share price on the date of closing of the Issuer's initial public offering made pursuant to its registration statement, as amended (File No. 333-264372), as filed with the Securities and Exchange Commission.

2. Represents 60,000 shares of common stock issued to Mr. La Rosa pursuant to his Debt Exchange Agreement with the Issuer dated March 27, 2023, calculated based on the per share price on the date of closing of the Issuer's initial public offering made pursuant to its registration statement, as amended (File No. 333-264372), as filed with the Securities and Exchange Commission.

3. Pursuant to the amended and restated employment agreement between Mr. La Rosa and the Issuer dated November 29, 2022, as amended.

4. Owned by Celebration Office Condos, LLC, a company owned and controlled by Joseph La Rosa.

	/s/ Joseph La Rosa	10/16/2023
	** 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).
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