Crixus BH3 Acquisition Form 4 Focus Impact BH3 Acquisition / Gregory Freedman 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Crixus BH3 Sponsor, LLC

(Last)

(First)

(Middle)

819 NE 2ND AVENUE; SUITE 500

(Street)

FORT LAUDERDALE

33304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Focus Impact BH3 Acquisition Co [ BHAC ]

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)
11/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	11/02/2023		S⁽¹⁾		2,200,940	D	⁽¹⁾	799,060⁽²⁾⁽³⁾	D⁽²⁾

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)
Class B Common Stock	⁽³⁾	11/02/2023		S⁽¹⁾			578,191	⁽³⁾	⁽³⁾	Class A Common Stock	578,191	⁽³⁾	561,051⁽¹⁾⁽²⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Crixus BH3 Sponsor, LLC

(Last)

(First)

(Middle)

819 NE 2ND AVENUE; SUITE 500

(Street)

FORT LAUDERDALE

33304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lebensohn Daniel

(Last)

(First)

(Middle)

C/O CRIXUS BH3 ACQUISITION CO

819 NE 2ND AVENUE; SUITE 500

(Street)

FORT LAUDERDALE

33304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Freedman Gregory

(Last)

(First)

(Middle)

C/O CRIXUS BH3 ACQUISITION CO

819 NE 2ND AVENUE; SUITE 500

(Street)

FORT LAUDERDALE

33304

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 27, 2023, the Issuer, Crixus BH3 Sponsor LLC (the "Sponsor") and Focus Impact BHAC Sponsor (the "New Sponsor") entered into a Purchase Agreement, pursuant to which the New Sponsor agreed to purchase an aggregate of 3,746,303 shares of common stock and 4,160,000 private placement warrants from the Sponsor and each of its anchor investors for an aggregate purchase price of $16,288.27. This Form 4 reflects the Sponsor's transfer of 2,200,940 shares of Class A Common Stock and 578,191 shares of Class B Common Stock to the New Sponsor.

2. The securities are held directly by the Sponsor and excludes 2,240,000 shares of Class A Common Stock underlying 2,240,000 private placement warrants of the Issuer. The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by Daniel Lebensohn and Gregory Freedman. Each of Messrs. Lebensohn and Freedman indirectly share voting and dispositive power over the securities held by the Sponsor and may be deemed to beneficially own the securities held by the Sponsor. Mr. Lebensohn and Mr. Freedman disclaim beneficial ownership of the securities held by the Sponsor except to the extent of their pecuniary interest therein.

3. The shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269).

	/s/ Brian J. Gavsie, Attorney-in-Fact for Crixus BH3 Sponsor LLC	11/06/2023
	/s/ Brian J. Gavsie, Attorney-in-Fact for Daniel Lebensohn	11/06/2023
	/s/ Brian J. Gavsie, Attorney-in-Fact for Gregory Freedman	11/06/2023
	** 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).
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Crixus BH3 Acquisition (BHAC) Form 4Focus Impact BH3 Acquisition / Gregory Freedman ownership change