Form 4 - Statement of changes in beneficial ownership of securities

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^*

Breslauer David Nate

(Last)

(First)

(Middle)

C/O BOLT PROJECTS HOLDINGS, INC.

2261 MARKET STREET, SUITE 5447

(Street)

SAN FRANCISCO

94114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bolt Projects Holdings, Inc. [ BSLK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2024

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)
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)
Common Stock⁽¹⁾⁽²⁾	08/13/2024		A		286,616	A	⁽¹⁾	286,616	D
Common Stock⁽²⁾	08/13/2024		A		783,355	A	⁽²⁾	783,355	I	BY DAVID N. BRESLAUER FAMILY TRUST

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)
Option (Right to Buy Common Stock)	$4.38	08/13/2024		A		22,117		⁽³⁾	03/26/2025	Common Stock	22,117	$0	22,117	D
Option (Right to Buy Common Stock)	$12.14	08/13/2024		A		14,744		⁽³⁾	04/20/2027	Common Stock	14,744	$0	14,744	D
Option (Right to Buy Common Stock)	$21.5	08/13/2024		A		7,372		⁽³⁾	03/30/2028	Common Stock	7,372	$0	7,372	D
Option (Right to Buy Common Stock)	$20.86	08/13/2024		A		11,795		⁽³⁾	09/27/2030	Common Stock	11,795	$0	11,795	D

Explanation of Responses:

1. Represents restricted stock units awarded to the Reporting Person pursuant to the Issuer's equity incentive plan, which vest (i) on each quarterly anniversary of July 20, 2021 as to 20,411 shares with respect to 1/16th of the shares subject thereto, (ii) on the first anniversary of July 2, 2024 as to 263,942 with respect to 1/6th of the shares subject thereto, and (iii) 2,263 fully earned shares.

2. On August 13, 2024, pursuant to that certain Business Combination Agreement, dated as of October 4, 2023, by and among the Golden Arrow Merger Corp., Beam Merger Sub, Inc. ("Merger Sub") and Bolt Threads, Inc. ("Old Bolt Threads"), Merger Sub merged with and into Old Bolt Threads with Old Bolt Threads surviving as a wholly owned subsidiary of Golden Arrow Merger Corp., which changed its name to Bolt Projects Holdings, Inc. (the "Merger"). Upon consummation of the Merger each issued and outstanding share of common stock of Old Bolt Threads and restricted stock unit of Old Bolt Threads was automatically cancelled and converted into approximately 0.29489 shares of common stock of the Issuer and 0.29489 restricted stock units of the Issuer, respectively.

3. The stock options are fully vested and exercisable.

	/s/ Paul Joseph Slattery, Attorney-in-Fact for David Nate Breslauer	08/15/2024
	** 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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