SEC FORM 3

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^*

Harmon Jeffrey

(Last)

(First)

(Middle)

295 W. CENTER ST.

(Street)

PROVO

84801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2024

3. Issuer Name and Ticker or Trading Symbol
Angel Studios, Inc. [ NONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Content 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)
Class B Common Stock, par value $0.001 per share	1,707	D
Class C Common Stock, par value $0.001 per share	24,380	I	See Footnote⁽¹⁾
Class F Common Stock, par value $0.001 per share	4,093,526	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option	⁽³⁾	06/06/2028	Class F Common Stock	41,481	$0.32	D
Stock Option	⁽³⁾	03/16/2031	Class F Common Stock	13,158	$3.42	D
Stock Option	⁽⁴⁾	11/02/2031	Class F Common Stock	7,000	$8.9	D
Stock Option	⁽⁵⁾	10/20/2033	Class F Common Stock	25,549	$14.18	D
Stock Option	⁽⁶⁾	10/25/2027	Class F Common Stock	3,500	$0.32	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. These shares of Class C Common Stock are held by an immediate family member of Mr. Harmon sharing the same household. Mr. Harmon is thus deemed to hold an indirect pecuniary interest in these shares of Class C Common Stock.

2. Mr. Harmon owns an indirect pecuniary interest in these shares of Class F Common Stock by virtue of his 47.13% proportionate interest in their owner, Harmon Ventures, LLC.

3. Represent fully-vested stock options exercisable for shares of Class F Common Stock.

4. Represent stock options exercisable for shares of Class F Common Stock. Twenty-five percent (25%) of these options vested on November 2, 2022, with the remaining options vesting in equal monthly installments through November 2, 2025.

5. Represent stock options exercisable for shares of Class F Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.

6. Represent fully-vested stock options exercisable for shares of Class F Common Stock held by an immediate family member of Mr. Harmon sharing the same household. Mr. Harmon is thus deemed to hold an indirect pecuniary interest in these options.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Patrick J. Reilly, Attorney-in-Fact	04/29/2024
	** 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 5 (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.