Shoen Mark V Form 4 U-Haul Holding / MARK V SHOEN ownership change

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^*

SHOEN MARK V

(Last)

(First)

(Middle)

207 E CLARENDON AVE

(Street)

PHOENIX

85012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
U-Haul Holding Co /NV/ [ UHAL UHALB ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2023

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)
Series N Common Stock	11/16/2023		J⁽¹⁾		132,500	D	⁽¹⁾	67,933,456⁽²⁾	I⁽³⁾	Willow Grove Holdings LP
Series N Common Stock	11/16/2023		J⁽¹⁾		132,500	A	⁽¹⁾	132,500	I⁽⁴⁾	MVS-029 Trust
Series N Common Stock	11/16/2023		S⁽⁵⁾		132,500	D	$52.43⁽⁵⁾	0	I⁽⁴⁾	MVS-029 Trust
Series N Common Stock	11/16/2023		P⁽⁵⁾		132,500	A	$52.43⁽⁵⁾	192,863	I⁽⁶⁾	Shoen Family Revocable Trust
Series N Common Stock								225,954	I⁽⁷⁾	EJS-028 Trust
Series N Common Stock								7,921,143	I⁽³⁾	Blackwater Investments, Inc.
Series N Common Stock								42,962	D
Common Stock								24,900	I⁽³⁾	SAC Holding Corporation
Common Stock								1,324,000	I⁽³⁾	Clarendon Strategies, LLC
Common Stock								7,562,884	I⁽³⁾	Willow Grove Holdings LP
Common Stock								25,106	I⁽⁷⁾	EJS-028 Trust
Common Stock								880,127	I⁽³⁾	Blackwater Investments, Inc.
Common Stock								6,707	I⁽⁶⁾	Shoen Family Revocable Trust
Common Stock								4,770	D

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)

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Willow Grove Holdings LP ("Willow Grove") to the MVS-029 Trust, one of its limited partners, without additional consideration.

2. This number has been updated to reflect a clerical error in the Form 4 filed on March 27, 2023, which incorrectly reported the number of shares of Series N Common Stock beneficially owned by Willow Grove as 68,056,956. The correct number of shares was 68,065,956.

3. Willow Grove is owned and controlled by Foster Road LLC and various trusts associated with the Reporting Person and Edward J. Shoen. Foster Road LLC is the general partner of Willow Grove and is managed by the Reporting Person and Stuart Shoen. Blackwater Investments, Inc. ("Blackwater") is a wholly-owned subsidiary of Willow Grove. Clarendon Strategies, LLC ("Clarendon") and SAC Holding Corporation ("SAC") are wholly-owned subsidiaries of Blackwater. The Reporting Person disclaims beneficial ownership of shares held directly and indirectly by Willow Grove, Clarendon, Blackwater and SAC except to the extent of his pecuniary interest therein.

4. Includes shares held by the MVS-029 Trust for which the Reporting Person is the trustee and one of the beneficiaries. The Reporting Person disclaims beneficial ownership of shares held by the MVS-029 Trust except to the extent of his pecuniary interest therein.

5. Represents the transfer of shares from the MVS-029 Trust to the Shoen Family Revocable Trust in exchange for the partial satisfaction of a promissory note issued by the MVS-029 Trust and held by the Shoen Family Revocable Trust. The price reported represents the average of the high and low price of the Issuer's Series N Common Stock on the New York Stock Exchange on November 16, 2023.

6. Includes shares held by the Shoen Family Revocable Trust for which the Reporting Person is the trustee and the Reporting Person and his spouse are the beneficiaries.

7. Includes shares held by the EJS-028 Trust for which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of shares held by the EJS-028 Trust and the filing of this Form 4 shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Stuart M. Shoen, Attorney-in-Fact	11/17/2023
	** 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 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).
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.

Shoen Mark V Form 4U-Haul Holding / MARK V SHOEN ownership change