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^*

Munn Max

(Last)

(First)

(Middle)

150 N. MACQUESTEN PARKWAY

(Street)

MOUNT VERNON

10550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Applied UV, Inc. [ AUVI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2021

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	12/16/2021		P		10,000	A	$4.15	5,010,000⁽¹⁾	D⁽¹⁾
Super Voting Preferred Stock								2,000⁽²⁾	I	Note⁽²⁾

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)
Warrant (Right to buy)	⁽³⁾							02/18/2020	02/18/2025	Common Stock	80,000		80,000	D
Non-Qualified Stock Option (Right to buy)	⁽⁴⁾							⁽⁴⁾	04/01/2030	Common Stock	500		500	D
Non-Qualified Stock Option	⁽⁵⁾							⁽⁵⁾	07/01/2030	Common Stock	500		500	D
Non-Qualified Stock Option (Right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	68,852		68,852	D

Explanation of Responses:

1. 5,000,000 shares are held by Max Munn indirectly through The Munn Family 2020 Irrevocable Trust in which his spouse is Trustee., and 10,000 shares are held directly by Mr. Munn.

2. Held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee. Each share of Series X Super Voting Preferred Stock is entitled to 1,000 votes (2,000,000 votes in aggregate) and votes with the Company's common stock as a single class.

3. The exercise price is equal to the greater of (x) $5.00 per share and (y) the market value of common stock on February 18, 2020.

4. The exercise price is equal to the greater of (x) $5.00 per share and (y) the market value of common stock on April 1, 2020 (the "Effective Date of Grant"). Options for the purchase of 125 shares of common stock shall vest quarterly for a period of one year, beginning on the last day of the quarter following the Effective Date of Grant.

5. The exercise price is equal to the greater of (x) $5.00 per share and (y) the market value of common stock on July 1, 2020 (the "Effective Date of Grant"). Options for the purchase of 125 shares of common stock shall vest quarterly for a period of one year, beginning on the last day of the quarter following the Effective Date of Grant.

6. Includes 68,852 vested shares underlying an option granted to Mr. Munn pursuant to his employment agreement which have an exercise price equal to the closing price of the Company's common stock on the Effective Date and which vest at the rate of 1/36th per month, commencing on April 1, 2021.

	/s/ Max Munn	12/20/2021
	** 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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