FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Shaw John William		 2. Issuer Name and Ticker or Trading Symbol

SAFE & GREEN HOLDINGS CORP. [ SGBX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1005 E. LAS TUNAS DR., #116		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2023
(Street)

SAN GABRIEL, CA 91776		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 5/18/2023  X(1)  22100 A$1 4454600 (4)D  
Common Stock 5/19/2023  X(2)  368700 A$2 4454600 (4)D  
Common Stock 5/19/2023  X(3)  163700 A$1 4454600 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Put Option (obligation to buy) $1 5/18/2023  X (1)    221   (5)5/19/2023 Common Stock 22100 $0 0 D  
Put Option (obligation to buy) $2 5/19/2023  X (2)    3687   (5)5/19/2023 Common Stock 368700 $0 0 D  
Put Option (obligation to buy) $1 5/19/2023  X (3)    1637   (5)5/19/2023 Common Stock 163700 $0 0 D  
Explanation of Responses:
(1) The counterparty to certain of the Reporting Person's outstanding short put options exercised such options and the Reporting Person was obligated to purchase these shares at an exercise price of $1.00 per share.
(2) The counterparty to certain of the Reporting Person's outstanding short put options exercised such options and the Reporting Person was obligated to purchase these shares at an exercise price of $2.00 per share.
(3) The counterparty to certain of the Reporting Person's outstanding short put options exercised such options and the Reporting Person was obligated to purchase these shares at an exercise price of $1.00 per share.
(4) As of 05/19/2023 this amount includes the rights and/or the obligations to purchase 1,111,900 shares in the aggregate that are exercisable subject to various call and put option contracts.
(5) Denotes option exercisable at any time prior to the expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Shaw John William
1005 E. LAS TUNAS DR.
#116
SAN GABRIEL, CA 91776
X
Signatures
/s/ John William Shaw5/22/2023
**Signature of Reporting PersonDate
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 control number.
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