ThZeal - The Zeal

SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stahlin Paul

(Last)

(First)

(Middle)

C/O MIAMI INTERNATIONAL HOLDINGS, INC.

7 ROSZEL ROAD, SUITE 1A

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

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

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)
08/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2025		C		10,000⁽¹⁾	A	⁽¹⁾	25,083⁽¹⁾⁽²⁾	D
Common Stock	08/15/2025		C		14,083⁽²⁾	A	⁽¹⁾	25,083⁽¹⁾⁽²⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	08/15/2025		C			10,000⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	10,000	$0	0	D
Nonvoting Common Stock	⁽²⁾	08/15/2025		C			14,083⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	14,083	$0	0	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M			11,000⁽³⁾	⁽⁴⁾	06/19/2026	Nonvoting Common Stock	11,000	$0	0	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M		11,000⁽³⁾		⁽⁴⁾	06/19/2025	Common Stock	11,000	$0	11,000	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M			18,000⁽³⁾	⁽⁴⁾	05/31/2027	Nonvoting Common Stock	18,000	$0	0	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M		18,000⁽³⁾		⁽⁴⁾	05/31/2027	Common Stock	18,000	$0	18,000	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M			18,000⁽³⁾	⁽⁴⁾	04/30/2028	Nonvoting Common Stock	18,000	$0	0	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M		18,000⁽³⁾		⁽⁴⁾	04/30/2028	Common Stock	18,000	$0	18,000	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M			18,000⁽³⁾	⁽⁴⁾	05/31/2029	Nonvoting Common Stock	18,000	$0	0	D
Stock Option (Right to Buy)	$12⁽³⁾	08/15/2025		M		18,000⁽³⁾		⁽⁴⁾	05/31/2029	Common Stock	18,000	$0	18,000	D
Stock Option (Right to Buy)	$14⁽³⁾	08/15/2025		M			22,500⁽³⁾	⁽⁴⁾	06/30/2030	Nonvoting Common Stock	22,500	$0	0	D
Stock Option (Right to Buy)	$14⁽³⁾	08/15/2025		M		22,500⁽³⁾		⁽⁴⁾	06/30/2030	Common Stock	22,500	$0	22,500	D
Stock Option (Right to Buy)	$16.14⁽³⁾	08/15/2025		M			13,889⁽³⁾	⁽⁴⁾	05/31/2031	Nonvoting Common Stock	13,889	$0	0	D
Stock Option (Right to Buy)	$16.14⁽³⁾	08/15/2025		M		13,889⁽³⁾		⁽⁴⁾	05/31/2031	Common Stock	13,889	$0	13,889	D

Explanation of Responses:

1. Includes 10,000 shares of Series B Preferred Stock which are held jointly with his spouse with right of survival, and that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's initial public offering and which have no expiration date.

2. Includes 14,083 shares of Nonvoting Common Stock that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's initial public offering and which have no expiration date. Of his 14,083 shares of Nonvoting Common Stock, (i) 10,000 are held in his individual name and (ii) 4,083 are held jointly with his spouse with right of survival.

3. The options were granted initially as the right to buy Nonvoting Common Stock. On the closing date of the initial public offering, these converted to the right to buy Common Stock instead of Nonvoting Common Stock, for the same price and under the same conditions.

4. The options are fully vested.

Remarks:

	/s/Alessandra Maria Corona Henriques, Attorney-in-Fact	08/19/2025
	** 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 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.