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^*

Cochran Terry Keith

(Last)

(First)

(Middle)

C/O KULR TECHNOLOGY GROUP, INC.

4863 SHAWLINE STREET

(Street)

SAN DIEGO

92111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KULR Technology Group, Inc. [ KULR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2024

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	06/04/2024		S⁽¹⁾⁽²⁾		150,167	D	$0.3143⁽¹⁾⁽²⁾	349,833	D
Common Stock	06/05/2024		S⁽³⁾		119,754	D	$0.31⁽³⁾	230,079	D
Common Stock	06/06/2024		S⁽⁴⁾		108,079	D	$0.2909⁽⁴⁾	0⁽⁵⁾	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. As previously reported, as compensation for his services as President and Chief Operating Officer of the Issuer, the Reporting Person was granted 2,000,000 Restricted Shares of the Issuer's Common Stock subject to four (4) equal yearly installments, with the first installment amount vesting on March 1, 2022, and annually thereafter. The third 500,000 share installment vested on March 1, 2024 ("Vested Shares"), which Vested Shares were delivered to the Reporting Person on June 3, 2024.

2. On June 4, 2024, Mr. Cochran sold 150,167 shares of Issuer's common stock at an average price of $0.3143 per share. The sale of shares was to satisfy income tax withholding and remittance obligations in connection with the net settlement of 500,000 Vested Shares. The sale price represents the weighted average sale price for multiple transactions reported. Upon request by the Commission, the Issuer or the Reporting Person shall provide full information regarding the number of shares purchased at each separate price.

3. On June 5, 2024, Mr. Cochran sold 119,754 shares of Issuer's common stock at an average price of $0.31 per share. The sale of shares was partly to satisfy the remainder of the tax withholding and remittance obligations. The sale price represents the weighted average sale price for multiple transactions reported. Upon request by the Commission, the Issuer or the Reporting Person shall provide full information regarding the number of shares purchased at each separate price.

4. On June 6, 2024, Mr. Cochran sold 108,079 shares of Issuer's common stock at an average price of $0.2909 per share. The sale price represents the weighted average sale price for multiple transactions reported. Upon request by the Commission, the Issuer or the Reporting Person shall provide full information regarding the number of shares purchased at each separate price.

5. Represents beneficial ownership after giving effect to an additional decrease of 122,000 shares reflecting a division of the Vested Shares with the Reporting Person's former spouse pursuant to a divorce settlement agreement.

	/s/ Terry Keith Cochran	06/06/2024
	** 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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