Sec Form 4 Filing - FELENSTEIN CRAIG @ LINDBLAD EXPEDITIONS HOLDINGS, INC. - 2021-03-29

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 FELENSTEIN CRAIG 2. Issuer Name and Ticker or Trading Symbol LINDBLAD EXPEDITIONS HOLDINGS, INC. [ LIND] 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 (Last) (First) (Middle) 96 MORTON STREET 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2021 (Street) NEW YORK, NY10014 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 03/29/2021 M 4,502 A $ 0 180,545 D Common Stock 03/29/2021 F 1,097 D $ 17.79 179,448 D Common Stock 03/30/2021 M 6,491 A $ 0 185,939 D Common Stock 03/30/2021 F 1,893 D $ 19.15 184,046 D Common Stock 03/30/2021 A 11,786 A $ 0 195,832 D Common Stock 03/30/2021 F 4,638 D $ 19.15 191,194 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 Restricted Stock Units ( 1 ) 03/30/2021 M 6,491 ( 2 ) ( 2 ) Common Stock 6,491 $ 0 0 D Stock Options (Right to Buy) $ 9.47 ( 4 ) ( 3 ) ( 3 ) Common Stock 200,000 200,000 D Restricted Stock Units ( 1 ) 03/29/2021 M 4,502 ( 4 ) ( 4 ) Common Stock 4,502 $ 0 4,503 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELENSTEIN CRAIG 96 MORTON STREET 9TH FLOOR NEW YORK, NY10014 Chief Financial Officer Signatures /s/ John J. Wolfel, Attorney-in-Fact for Craig Felenstein 03/31/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon vesting, each restricted stock unit represents the right to receive one share of common stock or an equivalent amount of cash. ( 2 )The restricted stock units vest in three equal annual installments beginning March 30, 2019, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting date. ( 3 )The options vest annually pro rata over a four-year period. ( 4 )The restricted stock units vest in three annual installments beginning March 29, 2020, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting 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).

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