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*
Gottschalk Max
(Last) (First) (Middle)
244 5TH AVENUE
SUITE 1219
(Street)
NEW YORK NY 10001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Perfect Moment Ltd. [ PMNT ] 		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)
12/05/2024
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)
Code V Amount (A) or (D) Price
Common Stock(1) 12/05/2024 A 300,000(2) A (3) 316,600 I(4) By Spouse.
Common Stock 250,625 I Held indirectly through Joachim Gottschalk & Associates Ltd.(5)
Common Stock 3,479,491 I Held indirectly though Fermain Limited.(6)
Common Stock 16,660 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $4.1 12/05/2024 D(7) 300,000 07/18/2024 03/04/2029 Common Stock 0 $0 0 I By Spouse.
Employee Stock Options (right to buy) $4.1 10/25/2024 03/04/2029 Common Stock 50,000 50,000 D
Explanation of Responses:
1. Grant of restricted stock units ("RSUs") made by Issuer to Reporting Person's spouse. The RSUs are common stock equivalents and represent a contingent right to receive common stock of Issuer upon vesting.
2. RSUs vest 25% on December 5, 2024, and 25% thereafter on October 20th of 2025, 2026 and 2027.
3. Not applicable.
4. Shares owned by Reporting Person's spouse Jane Gottschalk. Reporting Person and his spouse each share voting and dispositive control over the shares of common stock beneficially owned by the other.
5. The Gottschalk Family Trust is the 100% owner of Joachim Gottschalk & Associates Ltd. and Credit Suisse Trust Limited is the Trustee of the Gottschalk Family Trust. Credit Suisse Trust Limited takes direction from the Reporting Person as a beneficiary of the Gottschalk Family Trust. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
6. Fermain Limited is controlled by the Reporting Person and his spouse, each of whom shares voting and dispositive control over Fermain Limited shares with no single person controlling investment or voting decisions with respect to such shares. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
7. On December 5, 2024, the board of directors of Issuer cancelled such options.
Remarks:
/s/ Max Gottschalk 12/09/2024
** 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).
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.
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