Sec Form 4 Filing - Stockwell Lynn @ Bright Green Corp - 2023-07-18

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

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1. Name and Address of Reporting Person Stockwell Lynn 2. Issuer Name and Ticker or Trading Symbol Bright Green Corp [ BGXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1033 GEORGE HANOSH BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2023 (Street) GRANTS, NM87020 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 07/18/2023 G 2,500,000 ( 1 ) A $ 0 67,583,475 D Common Stock 08/22/2023 G 977,777 ( 1 ) D $ 0 66,605,698 D Common Stock 08/31/2023 S 250,000 ( 2 ) D $ 0.4667 66,355,698 D Common Stock 09/01/2023 J 2,827,960 ( 3 ) A $ 1.15 69,183,658 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 De rivative 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 Warrant (right to buy) $ 3 09/01/2023 J 2,827,960 ( 3 ) 09/01/2023 ( 4 ) Common Stock 2,827,960 ( 3 ) $ 0.13 ( 3 ) 2,827,960 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stockwell Lynn 1033 GEORGE HANOSH BOULEVARD GRANTS, NM87020 X X Signatures /s/ Lynn Stockwell 09/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions involved a bona fide gift of securities by the Reporting Person's child to the Reporting Person and subsequent bona fide gift of securities by the Reporting Person to family members of the Report Person. No consideration was paid by or to the Reporting Person in connection with these transactions. ( 2 )This transaction involved an open market sale of the Issuer's Common Stock. Reflects the weighted average price of 250,000 shares of common stock of the Issuer sold by the Reporting Person in multiple transactions on August 31, 2023, with sales prices ranging from $0.4549 to $0.4823 per share. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 3 )In connection with an unsecured line of credit in the form of a note (the "Note") between the Issuer and the Reporting Person, on September 1, 2023, the Issuer and the Reporting Person entered into an agreement pursuant to which the Issuer issued to the Reporting Person (i) 2,827,960 shares (the "Shares") of the Issuer's common stock at a conversion price of $1.15 per share, and (ii) warrants (the "Warrants") to purchase up to 2,827,960 shares of the Issuer's common stock at a conversion price of $0.13 per warrant. The issuance of the Shares and the Warrants was made to settle all amounts of principal interests and other costs under the Note as of August 31, 2023 (the "Repayment Obligation"). ( 4 )The Warrants are exercisable immediately upon issuance at an exercise price of $3.00 per share, and shall expire on the earlier of (i) the date that is 45 days after the closing price of the Common Stock on the Nasdaq Capital Market equals or exceeds $3.00 per share, and (ii) August 31, 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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