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* NGUYEN HOANG VAN (Last) (First) (Middle) C/O VEMANTI GROUP, INC 7545 IRVINE CANTER DRIVE, SUITE 200 (Street) IRVINE CA 92618 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/09/2024	3. Issuer Name and Ticker or Trading Symbol Vemanti Group, Inc. [ VMNT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive 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)
Series A Preferred Stock(1)	14,000,000	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(2)	(3)	Common Stock	83,720,000(4)	$0.076	D

Explanation of Responses:

1. Each share of Series A Preferred Stock has the right to ten (10) votes per each share of the Issuer's common stock, par value $0.0001 per share ("Common Stock")

2. Series B Convertible Preferred Stock is not convertible until April 1, 2025, pursuant to the terms of a Lock-Up Agreement between Mr. Nguyen and the Issuer, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) certain limited permitted transfers where the recipient takes the securities subject to the restrictions in the Lock-Up Agreement.

3. The Series B Convertible Preferred Stock has no expiration date.

4. Each share of Series B Convertible Preferred Stock is currently convertible into 26 shares of Common Stock. This reflects the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. However, the Series B Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 9.99% of the total number of shares of Common Stock outstanding at the time of such conversion, unless otherwise approved by a majority of the Issuer's board of directors.

Remarks:

Mr. Nguyen was appointed to the Issuer's board of directors, but the appointment will become effective on April 19, 2024.

	/s/ Hoang Van Nguyen	04/13/2024
	** Signature of Reporting Person	Date
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