Sec Form 3 Filing - Kingdom Building, Inc. @ AMERICAN REBEL HOLDINGS INC - 2024-05-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kingdom Building, Inc.
2. Issuer Name and Ticker or Trading Symbol
AMERICAN REBEL HOLDINGS INC [ AREB]
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)
572 HIDDEN RIDGE COURT
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2024
(Street)
ENCINITAS, CA92024
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock ( 1 ) $ 1.5 05/13/2024 ( 2 ) Common Stock 666,670 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kingdom Building, Inc.
572 HIDDEN RIDGE COURT
ENCINITAS, CA92024
X
Signatures
/s/ Edward Haberfield, CEO 02/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is filing this Form 3 to disclose his initial beneficial ownership in the Issuer, as of May 13, 2024 (the "Event Date"), which he received pursuant to a Securities Exchange Agreement; he is concurrently filing a Form 5 to disclose all subsequent conversions, acquisitions, and dispositions that have since taken place. As of the Event Date, the 666,670 shares of Common Stock underlying the 133,334 shares of Series D Convertible Preferred Stock represented approximately 11% of the Issuer's issued and outstanding shares of Common Stock. The Reporting Person later converted the shares of Series D Convertible Preferred Stock into shares of Common Stock, which have since been sold and which are reported on the Form 5. As of the date hereof, the Reporting Person owns 88,334 shares of Series D Preferred Stock, which if converted would be 441,670 shares of the Issuer's Common Stock, which represents 17.95% of the Issuer's issued and outstanding shares of common stock.
( 2 )The Series D Convertible Preferred Stock did not have an expiration date but did have a Forced Conversion Clause where if the closing sale price of Common Shares during the ten consecutive trading day period ending and including the applicable Forced Conversion Notice Date (as defined in the Certificate of Designation to the Series D Convertible Preferred Stock) has been at or above $2.25 per share, then the Issuer would have the right to require the Reporting Persons to convert all, or any portion of, the Series D Convertible Preferred Stock held by such Holder for Common Shares in accordance with this Section 3(b) of the Certificate of Designation to the Series D Convertible Preferred Stock on the Forced Conversion Date.

Remarks:
Edward Haberfield and Danielle Haberfield, Trustees of The Haberfield Family Trust dated May 17, 2017, own 100% equity interest in KBI. As co-trustees, Edward Haberfield, and Danielle Haberfield share voting control over the shares of the Issuer held by KBI. Edward Haberfield is the CEO and Chairman of KBI. Mr. Haberfield and Mrs. Haberfield are citizens of the United States and disclaim any beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

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).
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