FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Lipman Matthew E.

(Last) (First) (Middle)
C/O SOLUNA HOLDINGS, INC.
325 WASHINGTON AVENUE EXTENSION

(Street)
ALBANY NY 12205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Soluna Holdings, Inc [ SLNH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
9.0% Series A Cumulative Perpetual Preferred Stock 04/15/2024   A   26,489 (1) A $ 0 27,389 D  
Common Stock 04/15/2024   A   35,294 (2) A $ 0 37,498 D  
Common Stock               150,000 I See Footnote (5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Options (Right to Buy) $ 188 04/15/2024   D     1,064   (3) 05/13/2026 Common Stock 1,064 (4) 0 D  
Stock Options (Right to Buy) $ 23.75 04/15/2024   D     3,125   (3) 11/22/2027 Common Stock 3,125 (4) 0 D  
Explanation of Responses:
1. Transaction reported is a grant of 26,489 restricted stock awards representing shares of Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of the issuer ("Preferred Stock"), which were approved by the Compensation Committee. The shares of Preferred Stock will vest 100% upon the reporting person's separation from the issuer.
2. Transaction reported is a grant of 35,294 restricted stock awards representing shares of Common Stock, which were approved by the Compensation Committee. The shares of Common Stock will vest 100% upon the reporting person's separation from the issuer.
3. All shares of Common Stock subject to this stock option were vested and exercisable on the date of cancellation.
4. On April 15, 2024, the stock options were cancelled by mutual agreement of the reporting person and the issuer.
5. These shares of Common Stock are held by Brookstone Partners Acquisition XXIV, LLC ("Brookstone XXIV"). As the Manager of Brookstone XXIV, Brookstone Partners I.A.C. may be deemed to beneficially own the shares of Common Stock owned directly by Brookstone XXIV. Mr. Lipman is the Secretary of Brookstone Partners I.A.C. and shares voting and dispositive power over the shares of Common Stock owned by Brookstone XXIV and therefore may be deemed to beneficially own these shares. Mr. Lipman disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
Remarks:
On October 13, 2023, the issuer effected a reverse stock split (the "Reverse Stock Split") of outstanding shares of its common stock, par value $0.001 per share ("Common Stock"), pursuant to which every 25 shares of Common Stock were automatically reclassified into one new share of Common Stock. Proportionate adjustments were made to the issuer's outstanding equity awards as well as the exercise, grant and acquisition prices of such equity awards, as applicable. Accordingly, all amounts of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
/s/ Christopher Gandolfo, Attorney in Fact 04/17/2024
** Signature of Reporting Person Date
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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