Sec Form 4 Filing - Cochran Terry Keith @ KULR Technology Group, Inc. - 2023-03-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Cochran Terry Keith 2. Issuer Name and Ticker or Trading Symbol KULR Technology Group, Inc. [ KULR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O KULR TECHNOLOGY GROUP, INC., 4863 SHAWLINE STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2023 (Street) SAN DIEGO, CA92111 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 03/31/2023 03/01/2023 F 175,000 ( 1 ) D $ 1.31 ( 2 ) 316,607 ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cochran Terry Keith C/O KULR TECHNOLOGY GROUP, INC. 4863 SHAWLINE STREET SAN DIEGO, CA92111 President and COO Signatures /s/ Terry Keith Cochran 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, as compensation for his services as President and Chief Operating Officer of the Issuer, the Reporting Person was granted 2,000,000 Restricted Shares of the Issuer's Common Stock subject to four (4) equal yearly installments, with the first installment amount vesting on March 1, 2022 and annually thereafter. The second 500,000 share installment vested on March 1, 2023 ("Vested Shares"). On March 31, 2023, and effective as of March 1, 2023, the Issuer withheld and cancelled 175,000 shares of Common Stock to satisfy income tax withholding and remittance obligations in connection with the net settlement of 325,000 Restricted Shares. The withholding and cancellation of the 175,000 shares does not represent a sale. ( 2 )Does not represent a sale. Represents the closing price per share of the Issuer's Common Stock on the trading day prior to the March 1, 2023 effective date of the share cancellation to satisfy income tax withholding and remittance obligations. ( 3 )Represents (i) 155,947 shares after giving effect to a decrease of 117,548 shares from the total 273,495 shares previously reported on the Reporting Person's prior Form 4 following a division of property with the Reporting Person's former spouse pursuant to a pre-divorce agreement; (ii) a decrease of 1,840 shares from the total 273,495 shares previously reported on the Reporting Person's prior Form 4 following a sale that was triggered by a good til cancel order placed on shares the Reporting Person purchased prior to becoming employed by the Issuer; and (iii) an increase of 162,500 shares after giving effect to (x) the withholding of 175,000 shares from the Vested Shares to satisfy income tax withholding and remittance obligations; and (y) a decrease of 162,500 shares after giving effect to a division of the Vested Shares with the Reporting Person's former spouse pursuant to a pre-divorce agreement.

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.