Sec Form 4 Filing - Campbell Michael @ CalEthos, Inc. - 2023-11-28

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Campbell Michael 2. Issuer Name and Ticker or Trading Symbol CalEthos, Inc. [ BUUZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 11753 WILLARD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2023 (Street) TUSTIN, CA92782 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 8,954,199 I See Footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrants $ 0.54 11/28/2023 A 2,045,801 11/28/2023 12/31/2028 Common Stock 2,045,801 $ 0 .001 3,545,801 I See Footnote ( 1 ) Employee Stock Options ( 2 ) $ 0.54 11/28/2023 A 1,000,000 ( 2 ) 11/28/2028 Common Stock 1,000,000 $ 0.001 4,545,801 D Board of Director Options ( 3 ) $ 0.54 11/28/2023 A 500,000 12/31/2023 11/28/2028 Common Stock 500,000 $ 0.001 5,045,801 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Campbell Michael 11753 WILLARD AVENUE TUSTIN, CA92782 X X Chief Executive Officer Signatures /s/ Michael Campbell 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are owned by M1 Advisors LLC, a company of which the reporting person is a principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interests. ( 2 )The options reported herein were granted to the reporting person by the Board of Directors of CalEthos, Inc. (the "Issuer") pursuant to the Issuer's 2021 Equity Incentive Plan. These options vest in three equal installments, beginning on the first anniversary of the date of grant, and terminating on the third anniversary of the date of grant. ( 3 )The options reported herein were granted to the reporting person by the Board of Directors of the Issuer pursuant to the Issuer's 2021 Equity Incentive Plan.

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).

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