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*
MacGregor Bannor Michael

(Last) (First) (Middle)
13219 BOYCE MILL RD.

(Street)
DURHAM, NC 27703

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Picture House Corp [ APHP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025
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 12/29/2025 12/29/2025 S 800,000 D $0.1 22,604,603 I(1) See Footnote(2)(3)(4)
Common Stock 12/29/2025 12/29/2025 S 333,334 D $0.15 22,271,269 I(1) See Footnote(2)(3)(4)
Common Stock 12/29/2025 12/29/2025 S 333,334 D $0.15 21,937,935 I(1) See Footnote(2)(3)(4)
Common Stock 12/29/2025 12/29/2025 S 301,887 D $0.175 21,636,048 I(1) See Footnote(2)(3)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The securities reported herein are held of record by The Noah Morgan Private Family Trust. Effective 10/13/2023, pursuant to amendments to the Trust Agreement applicable solely to the Issuer's securities, the trustee has no discretionary voting power or dispositive power with respect to the Issuer's securities and acts solely in a directed, ministerial capacity upon the written direction of Bannor Michael MacGregor. Mr. MacGregor reports beneficial ownership solely to the extent he may be deemed to share voting and/or dispositive power with respect to such securities. Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest, if any.
2. Mr. MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The Noah Morgan Private Family Trust. The securities reported in Table I are held by The Noah Morgan Private Family Trust. Mr. MacGregor disclaims beneficial ownership of such securities except to the extent of any pecuniary interest, if any.
3. The reported dispositions reflect transfers by stock power from The Noah Morgan Private Family Trust to (i) DR & EB Fontecchio Revocable Living Tr (800,000), (ii) Chad Ryan (333,334), (iii) Naveen Ramineni (333,334), and (iv) Melke Pty Ltd (301,887).
4. In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through The Noah Morgan Private Family Trust, the Reporting Person beneficially owns 95,455 shares of the Issuer's common stock held directly in a personal brokerage account. These shares were not acquired or disposed of in the transactions reported herein. Accordingly, following the transactions reported herein, the Reporting Person's total beneficial ownership of the Issuer's common stock is 21,731,503 shares (comprised of 21,636,048 shares held indirectly through the Trust and 95,455 shares held directly).
/s/ Bannor Michael MacGregor 01/08/2026
** 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.