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*
Popolo Joseph V

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

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2023
3. Issuer Name and Ticker or Trading Symbol
Ondas Holdings Inc. [ ONDS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Common Stock 251,295 D
Common Stock 1,397,530 I Charles & Potomac Capital, LLC(1)
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
Warrants (right to buy) 10/19/2023 07/21/2028 Common Stock 7,825,792 0.89 I Stage 1 Growth Fund LLC (Series WAVE, Class A)(2)
Warrants (right to buy) 11/09/2023 08/11/2028 Common Stock 2,374,208 0.89 I Stage 1 Growth Fund LLC (Series WAVE, Class A)(2)
Explanation of Responses:
1. 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.
2. C&P is the proxy for the members of Stage 1 Growth Fund LLC (Series WAVE, Class A) (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.
/s/ Joseph Popolo 08/29/2023
** 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.
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