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
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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).
  
 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*
Aydelott Gregory Scott
(Last) (First) (Middle)
C/O EXPION360 INC.
2025 SW DEERHOUND AVE
(Street)
REDMOND OR 97756
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Expion360 Inc. [ XPON ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2024
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
Common Stock 01/16/2024 A 2,643(1) D $0.00 63,758 D
Common Stock 01/16/2024 A 1,982(2) D $0.00 65,740(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects a grant of restricted stock units ("RSUs") made to the Reporting Person under the Issuer's 2021 Incentive Award Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.001 per share ("Common Stock"). The number of RSUs granted is equal to $12,000 divided by the closing price of the Common Stock on the grant date, which was January 16, 2024. The RSUs shall vest in four equal installments on January 16, 2024, April 1, 2024, July 1, 2024 and October 1, 2024, subject to the Reporting Person's continued service to the Issuer through each vesting date.
2. Reflects a grant of RSUs made to the Reporting Person under the Plan. The number of RSUs granted is equal to $9,000 divided by the closing price of the Common Stock on the grant date, which was January 16, 2024. The RSUs vested in full on January 16, 2024.
3. Includes (i) 4,625 RSUs granted to the Reporting Person on January 16, 2024 under the Plan, which are subject to vesting as reported above, (ii) 58,332 shares of Common Stock issuable upon exercise of vested options issued to the Reporting Person under the Plan, and (iii) 2,783 shares of Common Stock owned directly by the Reporting Person.
/s/ Gregory Aydelott 01/17/2024
** 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).
** 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.
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