SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Hussain Naiem

(Last)

(First)

(Middle)

C/O ADVENT TECHNOLOGIES HOLDINGS, INC.

500 RUTHERFORD AVENUE SUITE 102

(Street)

BOSTON

02129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2024

3. Issuer Name and Ticker or Trading Symbol
ADVENT TECHNOLOGIES HOLDINGS, INC. [ ADN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	85,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)⁽²⁾	03/18/2022⁽³⁾	03/18/2032	Common Stock	40,000	$2.74	D
Employee Stock Options (right to buy)⁽²⁾	07/12/2023⁽⁴⁾	07/12/2033	Common Stock	45,000	$2.94	D

Explanation of Responses:

1. Includes 45,000 restricted stock units ("RSUs") granted July 12, 2022, and 40,000 RSUs granted March 18, 2022, each representing a contingent right to receive common stock. Such RSUs were granted pursuant to Issuer's 2021 Equity Incentive Plan, dated February 4, 2021 (the "Plan"). RSUs are a common stock equivalent that may be settled solely by delivery of an equal number of shares of Issuer's common stock. These RSUs vest 25% on each anniversary of their grant date over four years.

2. Employee stock options (right to buy) ("Options") granted pursuant to the Plan.

3. Options vest 25% per year over four years on each anniversary of the grant date and will be fully vested as of March 18, 2025.

4. Options vest 25% per year over four years on each anniversary of the grant date and will be fully vested as of July 12, 2026.

	/s/ Naiem Hussain	02/12/2024
	** 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 5 (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.
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