Sec Form 3 Filing - Pollock Ryan @ Urgent.ly Inc. - 2023-10-18

FORM 3 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 Pollock Ryan 2. Issuer Name and Ticker or Trading Symbol Urgent.ly Inc. [ ULY] 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) C/O URGENT.LY INC., 8609 WESTWOOD CENTER DRIVE, SUITE 810 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2023 (Street) VIENNA, VA22182 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 27,118 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 Warrant (right to buy) $ 0.09 ( 2 ) 09/30/2027 Common Stock 151,109 I See footnote ( 1 ) Warrant (right to buy) $ 84.6 ( 2 ) 11/03/2029 Common Stock 4,172 I See footnote ( 1 ) Convertible Notes $ 15.88 ( 4 ) ( 3 ) 06/30/2024 Common Stock 335,096 ( 4 ) I See footnote ( 1 ) Convertible Notes $ 13.77 ( 4 ) ( 5 ) 06/30/2024 Common Stock 376,567 ( 4 ) I See footnote ( 1 ) Convertible Notes $ 16.94 ( 4 ) ( 5 ) 06/30/2024 Common Stock 31,585 ( 4 ) I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pollock Ryan C/O URGENT.LY INC. 8609 WESTWOOD CENTER DRIVE, SUITE 810 VIENNA, VA22182 X Signatures /s/ Timothy C. Huffmyer, by power of attorney 10/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by Iron Gate Urgently, LLC (the "LLC"). As a member of the managing committee of Iron Gate Management, the manager of the LLC, the reporting person shares investment and voting control with respect to the shares held of record by the LLC. ( 2 )The warrants are immediately exercisable into an equal number of shares of Common Stock. ( 3 )The convertible notes are exercisable upon the occurrence of certain events as set forth in the note agreement. ( 4 )The reported amount reflects the shares issuable or the applicable exercise price in connection with the merger of Otonomo Technologies Ltd. and the Issuer. ( 5 )The convertible notes are exercisable at the option of the holder and upon the occurrence of certain events as described in the note agreement.

Remarks: Exhibit 24 - Power of Attorney

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).

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