Sec Form 4/A Filing - ZIPKIN LAURENCE S @ Mill City Ventures III, Ltd - 2022-11-23

FORM 4/A 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 ZIPKIN LAURENCE S 2. Issuer Name and Ticker or Trading Symbol Mill City Ventures III, Ltd [ MCVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10275 WAYZATA BLVD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/23/2022 (Street) MINNETONKA, MN55305 4. If Amendment, Date Original Filed (MM/DD/YY) 11/25/2022 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 56,737( 1 ) 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 (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 Non-qualified stock options( 2 ) $ 2.12 11/23/2022 A 100,000 11/23/2022( 3 ) 11/22/2032 Common stock 100,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZIPKIN LAURENCE S 10275 WAYZATA BLVD, SUITE 100 MINNETONKA, MN55305 X Signatures /s/ Laurence S. Zipkin 11/30/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the reported amount, 6,667 common shares are subject to forfeiture pursuant to a restricted stock agreement with the issuer. Forfeiture restrictions on those 6,667 common shares lapse on January 24, 2023. ( 2 )Options were issued to the reporting person pursuant to an award approved, without restrictions, by the Compensation Committee of the Board of Directors of the issuer on November 23, 2022. The exercise price is the closing market price of the common stock on the date of the award. ( 3 )The options are not exercisable by their terms unless and until the related equity compensation plan shall have been approved by the issuer's shareholders.

Remarks: This amendment is being filed to correct a reporting error in the original filing indicating that the award made on 11/23/2022 was a stock award. Accordingly, the relevant row in Table I has been removed and the corrected information now appears in Table II.

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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