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^*

McCormick James Patrick

(Last)

(First)

(Middle)

C/O CLOUDASTRUCTURE, INC.

228 HAMILTON AVENUE, 3RD FLOOR

(Street)

PALO ALTO

CA

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2025

3. Issuer Name and Ticker or Trading Symbol
CLOUDASTRUCTURE, INC. [ CSAI ]

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

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

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)

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)
Stock Options (Right to Buy)	⁽¹⁾	11/30/2031	Class B Common Stock	25,000	$1.86	D
Stock Options (Right to Buy)	⁽²⁾	07/01/2033	Class B Common Stock	166,667	$2.7	D
Stock Options (Right to Buy)	⁽³⁾	07/01/2034	Class B Common Stock	1,342,000	$2.7	D
Stock Options (Right to Buy)	⁽⁴⁾	07/01/2034	Class B Common Stock	335,600	$2.7	D

Explanation of Responses:

1. These options vest as follows: 1/4 on November 30, 2022, and the remaining in 36 substantially equal monthly installments thereafter.

2. These options vest as follows: 1/4 on July 1, 2024, and the remaining in 36 substantially equal monthly installments thereafter.

3. These options vest as follows: 1/4 on July 1, 2025, and the remaining in 36 substantially equal monthly installments thereafter.

4. These options will fully vest when the Issuer has 3 consecutive months of revenue reaching at least $500,000 in each month.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Greg Smitherman, as Attorney-in-Fact for James McCormick	04/28/2025
	** 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.