Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Stardust Power Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
854936101 (CUSIP Number) |
Roshen Pujari 15 E Putnam Ave, Suite 378, Greenwich, CT, 06830 800-742-3095 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 854936101 |
| 1 |
Name of reporting person
Roshen Pujari | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
26,737,187.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
46.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent of class is calculated based on the 57,894,974 shares of Common Stock outstanding as of March 24, 2025, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Stardust Power Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9112 N. KELLEY AVE, SUITE C, OKLAHOMA CITY,
OKLAHOMA
, 73131. | |
Item 1 Comment:
This Amendment No. 1 (this "Statement") amends and supplements the Sch
edule 13D, originally filed on July 15, 2024 (the "Schedule 13D") relating to the Common Stock of the Issuer. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of the cover page to this Statement is incorporated by reference into this Item 5(a). | |
| (b) | The information set forth in rows 7 through 10 of the cover page to this Statement is incorporated by reference into this Item 5(b). | |
| (c) | On March 12, 2025 and March 17, 2025, the Reporting Person sold 11,350 and 10,150 shares of Common Stock, respectively, to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units pursuant to a Rule 10b5-1 trading plan adopted on November 29, 2024. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person.On April 16, 2025 and April 17, 2025, the Reporting Person transferred 1,500,000 and 1,380,000 shares of Common Stock, respectively, for no consideration to an irrevocable trust for the benefit of the Reporting Person's child. After giving effect to such transfers, the Reporting Person ceased to have voting or dispositive power such the shares of Common Stock held by the trust and, accordingly, specifically disclaims beneficial ownership thereof.Except as described above, the Reporting Person has not effected any transactions in Class A Common Stock in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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