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^*

Morgan Travis A

(Last)

(First)

(Middle)

C/O FUTURE HEALTH ESG CORP.

8 THE GREEN, SUITE #12081

(Street)

DOVER

19901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Future Health ESG Corp. [ FHLT ]

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2021

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, par value $0.0001 per share	09/14/2021		S		614,900⁽¹⁾	D	$0.01	103,850⁽²⁾	I	See Footnote⁽³⁾
Common stock, par value $0.0001 per share								562,781⁽⁴⁾	I	See Footnote⁽⁵⁾
Common stock, par value $0.0001 per share								2,587⁽⁶⁾	I	See Footnote⁽⁷⁾
Common stock, par value $0.0001 per share								129,514⁽⁸⁾	I	See Footnote⁽⁹⁾

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	⁽¹⁰⁾	09/14/2021		P		273,507		⁽¹⁰⁾	⁽¹⁰⁾	See Footnote⁽¹⁰⁾	⁽¹⁰⁾	$1	273,507	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. Represents shares transferred by MB Equity, LLC to anchor investors in connection with the Issuer's initial public offering at the same price per share as MB Equity, LLC initially paid for such shares.

2. Includes up to 13,546 shares subject to forfeiture by MB Equity, LLC if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

3. The shares are held directly by MB Equity, LLC. The Reporting Person disclaims beneficial ownership of the securities held by MB Equity, LLC other than the reported securities except to the extent of his pecuniary interest therein.

4. Includes up to 73,406 shares subject to forfeiture by m2 Enterprises Holdings, LLC if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

5. The shares are held directly by m2 Enterprises Holdings, LLC, of which the Reporting Person is the sole manager.

6. Includes up to 337 shares subject to forfeiture by hc1.com, Inc. if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

7. The shares are held directly by hc1.com, Inc. The Reporting Person disclaims beneficial ownership of the securities held by hc1.com, Inc. other than the reported securities except to the extent of his pecuniary interest therein.

8. Includes up to 16,893 shares subject to forfeiture by Future Health ESG Associates 1, LLC if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

9. The securities are held directly by Future Health ESG Associates 1, LLC, of which the Reporting Person is a manager, and indirectly by m2 Enterprises Holdings, LLC, an individual retirement account (IRA) in the name of the Reporting Person, and an IRA in the name of the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of the securities held by Future Health ESG Associates 1, LLC other than the reported securities except to the extent of his pecuniary interest therein.

10. Each warrant will become exercisable 30 days after the completion of the Issuer's initial business combination. Each warrant will expire five years after the completion of the Issuer's initial business combination. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.

	/s/ Travis A. Morgan	09/15/2021
	** 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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