ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Teekell Judson Gray

(Last)

(First)

(Middle)

C/O MIAMI INTERNATIONAL HOLDINGS, INC.

7 ROSZEL ROAD, SUITE 1A

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2025

3. Issuer Name and Ticker or Trading Symbol
MIAMI INTERNATIONAL HOLDINGS, INC. [ MIAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,096	D
Common Stock	18,414⁽¹⁾	I	By estate of Byrum W. Teekell
Common Stock	57,219⁽²⁾	I	By Teekell Oil & Gas, Inc.
Common Stock	149,744⁽³⁾	I	By Teekell Investments, LP
Common Stock	18,639⁽⁴⁾	I	By White Knight Communications, LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	30,000	⁽⁵⁾	D
Nonvoting Common Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	31,242	⁽⁶⁾	D
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	30,000⁽⁷⁾	⁽⁵⁾	I	By estate of Byrum W. Teekell
Nonvoting Common Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	138,131⁽⁸⁾	⁽⁶⁾	I	By estate of Byrum W. Teekell
Stock Option (Right to Buy)	⁽⁹⁾	06/19/2026	Nonvoting Common Stock	22,667	$12	D
Stock Option (Right to Buy)	⁽⁹⁾	05/31/2027	Nonvoting Common Stock	13,500	$12	D
Stock Option (Right to Buy)	⁽⁹⁾	04/30/2028	Nonvoting Common Stock	12,833	$12	D
Stock Option (Right to Buy)	⁽⁹⁾	05/31/2029	Nonvoting Common Stock	12,500	$12	D
Stock Option (Right to Buy)	⁽⁹⁾	06/30/2029	Nonvoting Common Stock	5,000	$12	D
Stock Option (Right to Buy)	⁽⁹⁾	06/30/2030	Nonvoting Common Stock	28,125	$14	D
Stock Option (Right to Buy)	⁽⁹⁾	05/31/2031	Nonvoting Common Stock	20,556	$16.14	D
Stock Option (Right to Buy)	⁽¹⁰⁾	06/30/2032	Common Stock	9,247	$25.98	D
Stock Option (Right to Buy)	⁽¹⁰⁾	03/26/2033	Common Stock	5,783	$19.84	D

Explanation of Responses:

1. 18,414 shares of common stock held in the estate of Byrum W. Teekell for which J. Gray Teekell is executor and disclaims beneficial ownership as to 13,811 shares of common stock. The inclusion of such 13,811 shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

2. 57,219 shares of common stock held by Teekell Oil & Gas, Inc. as to which J. Gray Teekell is the president and a stockholder and disclaims beneficial ownership as to 42,914 of such shares. The inclusion of such 42,914 shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

3. 149,744 shares of common stock held by Teekell Investments, LP as to which J. Gray Teekell is a limited partner and successor trustee of the trust that serves as its general partner and he disclaims beneficial ownership as to 112,308 of such shares. The inclusion of such 112,308 shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

4. 18,639 shares of common stock, held by White Knight Communications, LP in which J. Gray Teekell is a limited partner and successor trustee of the trust that serves as its general partner and he disclaims beneficial ownership as to 16,309 of such shares. The inclusion of such 16,309 shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

5. The shares of Series B Preferred Stock are convertible on a one-for-one basis into shares of common stock commencing at the time of the Company's initial public offering ("IPO") effective date, which is August 13, 2025. The Series B Preferred Stock has no expiration date.

6. The shares of nonvoting common stock are convertible on a one-for-one basis into shares of common stock commencing at any time. The nonvoting common stock has no expiration date.

7. 30,000 shares of Series B preferred stock, held in the estate of Byrum W. Teekell for which J. Gray Teekell is executor and disclaims beneficial ownership as to 22,500 shares of Series B preferred stock. The inclusion of such 22,500 shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

8. 38,132 shares of nonvoting common stock held in the estate of Byrum W. Teekell for which J. Gray Teekell is executor and disclaims beneficial ownership as to 28,599 shares of nonvoting common stock. The inclusion of such 28,599 shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

9. The options are fully vested. The options were granted initially as the right to buy nonvoting common stock. On the closing date of the IPO, these will convert to the right to buy common stock instead of nonvoting common stock.

10. The options are fully vested.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/Alessandra Maria Corona Henriques, Attorney-in-Fact	08/13/2025
	** 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 5 (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.