| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN REBEL HOLDINGS INC [ AREB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 07/10/2024 | C4 | 2,232,143 | A | $0.448 | 0 | D | ||||||||
| Common Stock | 08/23/2024 | S4 | 86,023 | D | $0.5094 | 0 | D | ||||||||
| Common Stock | 08/23/2024 | S4 | 56,598 | D | $0.5013 | 0 | D | ||||||||
| Common Stock | 08/23/2024 | S4 | 13,977 | D | $0.4934 | 0 | D | ||||||||
| Common Stock | 08/26/2024 | S4 | 121,599 | D | $0.5009 | 0 | D | ||||||||
| Common Stock | 08/27/2024 | S4 | 20,963 | D | $0.5 | 0 | D | ||||||||
| Common Stock | 08/28/2024 | S4 | 9,043 | D | $0.5003 | 0 | D | ||||||||
| Common Stock | 08/29/2024 | S4 | 109,757 | D | $0.4829 | 0 | D | ||||||||
| Common Stock | 08/30/2024 | S4 | 10,080 | D | $0.48 | 0 | D | ||||||||
| Common Stock | 09/03/2024 | S4 | 71,658 | D | $0.4801 | 0 | D | ||||||||
| Common Stock | 09/04/2024 | S4 | 90,512 | D | $0.4802 | 0 | D | ||||||||
| Common Stock | 09/05/2024 | S4 | 139,002 | D | $0.4801 | 0 | D | ||||||||
| Common Stock | 09/06/2024 | S4 | 47,489 | D | $0.4801 | 0 | D | ||||||||
| Common Stock | 09/09/2024 | S4 | 279 | D | $0.4801 | 0 | D | ||||||||
| Common Stock | 09/12/2024 | S4 | 170,180 | D | $0.5001 | 0 | D | ||||||||
| Common Stock | 09/13/2024 | S4 | 115,800 | D | $0.5003 | 0 | D | ||||||||
| Common Stock | 09/16/2024 | S4 | 9,665 | D | $0.5 | 0 | D | ||||||||
| Common Stock | 09/17/2024 | S4 | 142,033 | D | $0.4902 | 0 | D | ||||||||
| Common Stock | 09/18/2024 | S4 | 59,164 | D | $0.4901 | 0 | D | ||||||||
| Common Stock | 09/19/2024 | S4 | 33,674 | D | $0.4907 | 0 | D | ||||||||
| Common Stock | 09/20/2024 | S4 | 7,290 | D | $0.49 | 0 | D | ||||||||
| Common Stock | 09/23/2024 | S4 | 3,763 | D | $0.49 | 0 | D | ||||||||
| Common Stock | 09/24/2024 | S4 | 140,824 | D | $0.4914 | 0 | D | ||||||||
| Common Stock | 09/25/2024 | S4 | 56,097 | D | $0.4907 | 0 | D | ||||||||
| Common Stock | 09/26/2024 | S4 | 19,874 | D | $0.49 | 0 | D | ||||||||
| Common Stock | 09/30/2024 | S4 | 696,799 | D | $0.5295 | 0 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Series D Convertible Preferred Stock | $1.5 | 05/24/2024 | 4P | 35,000 | 05/24/2024 | (1) | Common Stock | 175,000 | (3) | 88,834 | D | |||
| Series D Convertible Preferred Stock | $1.5 | 10/01/2024 | 4P | 53,334 | 10/01/2024 | (1) | Common Stock | 266,670 | (2) | 88,834 | D | |||
| Explanation of Responses: |
| 1. The Series D Convertible Preferred Stock did not have an expiration date but did have a Forced Conversion Clause where if the closing sale price of Common Shares during the ten consecutive trading day period ending and including the applicable Forced Conversion Notice Date (as defined in the Certificate of Designation to the Series D Convertible Preferred Stock) has been at or above $2.25 per share, then American Rebel Holdings Inc. shall have the right to require the Reporting Persons to convert all, or any portion of, the Series D Convertible Preferred Stock held by such Holder for Common Shares in accordance with this Section 3(b) of the Certificate of Designation to the Series D Convertible Preferred Stock on the Forced Conversion Date. |
| 2. Issued pursuant to a Settlement Agreement on October 1, 2024, by and between the Reporting Person and the Issuer. |
| 3. Issued pursuant to a Consulting Agreement dated May 24th, 2024, by and between the Reporting Person and the Issuer. |
| Remarks: |
| The Reporting Person is filing this Form 5 to properly disclose all transactions that occurred during 2024, but that the Reporting Person did not report earlier on a Form 4; this Form 5 provides the proper disclosure of the Reporting Person's changes in ownership of the Issuer's securities during 2024. |
| /S/ Edward Haberfield, CEO | 02/10/2025 | |
| ** 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. | ||