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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Popolo Joseph V

(Last) (First) (Middle)
3899 MAPLE AVENUE, SUITE 100

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ondas Holdings Inc. [ ONDS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2024
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $0.89 05/31/2024 J(1) 2,374,208 11/09/2023 08/11/2028 Common Stock 2,374,208 $0 0 I Stage 1 Growth Fund LLC (Series WAVE, Class A)(2)
Warrants (right to buy) $0.89 05/31/2024 J(3) 7,825,792 10/19/2023 07/21/2028 Common Stock 7,825,792 $0 0 I Stage 1 Growth Fund LLC (Series WAVE, Class A)(2)
Warrants (right to buy) $0.89 05/31/2024 A 3,864,542 10/19/2023 07/21/2028 Common Stock 3,864,542 $0 3,864,542 I Stage 1 Growth Fund LLC Series WAVE(4)
Explanation of Responses:
1. Pursuant to an Assignment, dated May 31, 2024, Stage 1 Growth Fund LLC (Series WAVE, Class A) (the "SPV") assigned the warrant, dated August 11, 2023, to Stage 1 Growth Fund, LLC Series Wave (the "New SPV").
2. CFO Fund GenPar, LLC, a Texas limited liability company ("CFO Fund"), is the Managing Member of Charles & Potomac Capital, LLC ("C&P"). The reporting person is the sole control person of CFO Fund and C&P. C&P is the proxy for the members of the SPV, and the manager of the SPV must act in accordance with C&P's direction with respect to exercise and voting of the issuer's securities and derivative securities held by the SPV. The reporting person is the sole control person of C&P.
3. Pursuant to an Assignment, dated May 31, 2024, the SPV assigned the warrant, dated July 21, 2023 (the "July Warrant"), to the New SPV.
4. Following the assignment of the July Warrant, C&P indirectly holds a warrant through the New SPV, to purchase 3,864,542 shares of common stock, par value $0.0001 per share, of the issuer.
/s/ Joseph Popolo 06/04/2024
** 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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