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^*

Gottschalk Jane

(Last)

(First)

(Middle)

307 CANALOT STUDIOS,

222 KENSAL ROAD

(Street)

LONDON

W10 5BN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Perfect Moment Ltd. [ PMNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

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	02/12/2024		C		2,624,341	A	⁽¹⁾	3,650,957	I	By Spouse indirectly through Fermain Limited
Common Stock	02/12/2024		C		19,646	A	⁽¹⁾	3,670,603	I	By Spouse indirectly through Joachim Gottschalk & Associates Ltd.
Common Stock	02/12/2024		C		51,513	A	⁽²⁾	3,722,116	I	By Spouse indirectly through Joachim Gottschalk & Associates Ltd.
Common Stock	02/12/2024		P		16,600⁽³⁾	A	$6	3,738,716	D
Common Stock	02/12/2024		P		16,600⁽³⁾	A	$6	3,755,316	I	By Spouse

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	⁽¹⁾	02/12/2024		C			2,624,341	⁽¹⁾	⁽¹⁾	Common Stock	2,624,341	$0	0	I	By Spouse indirectly through Fermain Limited
Series A Convertible Preferred Stock	⁽¹⁾	02/12/2024		C			19,646	⁽¹⁾	⁽¹⁾	Common Stock	19,646	$0	0	I	By Spouse indirectly through Joachim Gottschalk & Associates Ltd.
8% Senior Subordinated Secured Convertible Promissory Note	$4.8⁽²⁾	02/12/2024		C			$247,264.16⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	51,513	$0	0	I	By Spouse indirectly through Joachim Gottschalk & Associates Ltd.

Explanation of Responses:

1. The Series A Convertible Preferred Stock automatically converted into Perfect Moment Ltd. common stock (the "Common Stock") on a 1-for-1 basis upon the closing of Perfect Moment Ltd.'s initial public offering ("IPO") on February 12, 2024.

2. The 8% Senior Subordinated Secured Convertible Promissory Note (the "Note") automatically converted into Common Stock upon the closing of the IPO into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the principal amount, plus accrued and unpaid interest, owing under such Note through February 12, 2024 ($247,264.16) by (ii) $4.80 (80% of the IPO price per share of Common Stock).

3. Represents shares of Common Stock purchased in the IPO.

	/s/ Jane Gottschalk	02/14/2024
	** 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).
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