Sec Form 4 Filing - RECHTSCHAFFEN ANDREW @ Bolt Projects Holdings, Inc. - 2023-03-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
RECHTSCHAFFEN ANDREW
2. Issuer Name and Ticker or Trading Symbol
Bolt Projects Holdings, Inc. [ BSLK]
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)
C/O BOLT PROJECTS HOLDINGS, INC., 2222 FIFTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2023
(Street)
BERKELEY, CA94710
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
Class A Common Stock 03/16/2023 C( 1 ) 7,047,500 A 7,047,500 I see footnote ( 2 )
Common Stock 08/13/2024 C( 3 ) 2,615,202 A 9,662,702 I see footnote ( 2 )
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
Class B Common Stock ( 1 ) 03/16/2023 C( 1 ) 7,047,500 ( 1 ) ( 1 ) Class A Common Stock 7,047,500 ( 1 ) 0 I see footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RECHTSCHAFFEN ANDREW
C/O BOLT PROJECTS HOLDINGS, INC.
2222 FIFTH STREET
BERKELEY, CA94710
X
Signatures
/s/ Tricia Branker, Attorney-in-Fact 08/15/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B common stock automatically convert into shares of Class A common stock at the time of the initial business combination of Golden Arrow Merger Corp. (the "Issuer"), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-253465), as amended (the "Registration Statement"). On March 16, 2023, Golden Arrow Sponsor, LLC (the "Sponsor") voluntarily converted 7,047,500 shares of Class B common stock of the Issuer it held into 7,047,500 shares of Class A common stock in accordance with the amended and restated certificate of incorporation of the Issuer, as amended.
( 2 )The securities are held directly by the Sponsor and indirectly by the Reporting Person. The Sponsor is controlled by the Reporting Person, Timothy Babich, Jacob Doft and Lance Hirt. Accordingly, each of the Reporting Person and Messrs. Babich, Doft and Hirt share voting and dispositive power over these securities held by the Sponsor and may be deemed to beneficially own such shares. Each of the Reporting Person and Messrs. Babich, Doft and Hirt disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
( 3 )Represents 2,615,202 shares of common stock of the Issuer converted from the convertible promissory notes issued by Bolt Threads, Inc. ("Bolt Threads"), a Delaware corporation, for cash since October 2023 upon the closing of the business combination (the "Closing") by and among the Issuer, Beam Merger Sub, Inc. ("Merger Sub"), a Delaware corporation, and Bolt Threads, pursuant to a business combination agreement entered into on October 4, 2023 (as amended, the "Business Combination Agreement"). At the Closing, Merger Sub merged with and into Bolt Threads, with Bolt Threads surviving the merger and becoming a wholly-owned direct subsidiary of the Issuer, and the Issuer was renamed to Bolt Projects Holdings, Inc.

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.