Sec Form 5 Filing - Kingdom Building, Inc. @ AMERICAN REBEL HOLDINGS INC - 2024-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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)
12/31/2024
(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
Common Stock 07/10/2024 C 2,232,143 A $ 0.448 0 D
Common Stock 08/23/2024 S 86,023 D $ 0.5094 0 D
Common Stock 08/23/2024 S 56,598 D $ 0.5013 0 D
Common Stock 08/23/2024 S 13,977 D $ 0.4934 0 D
Common Stock 08/26/2024 S 121,599 D $ 0.5009 0 D
Common Stock 08/27/2024 S 20,963 D $ 0.5 0 D
Common Stock 08/28/2024 S 9,043 D $ 0.5003 0 D
Common Stock 08/29/2024 S 109,757 D $ 0.4829 0 D
Common Stock 08/30/2024 S 10,080 D $ 0.48 0 D
Common Stock 09/03/2024 S 71,658 D $ 0.4801 0 D
Common Stock 09/04/2024 S 90,512 D $ 0.4802 0 D
Common Stock 09/05/2024 S 139,002 D $ 0.4801 0 D
Common Stock 09/06/2024 S 47,489 D $ 0.4801 0 D
Common Stock 09/09/2024 S 279 D $ 0.4801 0 D
Common Stock 09/12/2024 S 170,180 D $ 0.5001 0 D
Common Stock 09/13/2024 S 115,800 D $ 0.5003 0 D
Common Stock 09/16/2024 S 9,665 D $ 0.5 0 D
Common Stock 09/17/2024 S 142,033 D $ 0.4902 0 D
Common Stock 09/18/2024 S 59,164 D $ 0.4901 0 D
Common Stock 09/19/2024 S 33,674 D $ 0.4907 0 D
Common Stock 09/20/2024 S 7,290 D $ 0.49 0 D
Common Stock 09/23/2024 S 3,763 D $ 0.49 0 D
Common Stock 09/24/2024 S 140,824 D $ 0.4914 0 D
Common Stock 09/25/2024 S 56,097 D $ 0.4907 0 D
Common Stock 09/26/2024 S 19,874 D $ 0.49 0 D
Common Stock 09/ 30/2024 S 696,799 D $ 0.5295 0 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 (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 $ 1.5 05/24/2024 P 35,000 05/24/2024 ( 1 ) Common Stock 175,000 ( 3 ) 88,834 D
Series D Convertible Preferred Stock $ 1.5 10/01/2024 P 53,334 10/01/2024 ( 1 ) Common Stock 266,670 ( 2 ) 88,834 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 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 American Rebel Holdings Inc. shall 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.
( 2 )Issued pursuant to a Settlement Agreement on October 1, 2024, by and between the Reporting Person and the Issuer.
( 3 )Issued pursuant to a Consulting Agreement dated May 24th, 2024, by and between the Reporting Person and the Issuer.

Remarks:
The Reporting Person is filing this Form 5 to properly disclose all transactions that occurred during 2024, but that the Reporting Person did not report earlier on a Form 4; this Form 5 provides the proper disclosure of the Reporting Person's changes in ownership of the Issuer's securities during 2024.

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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