Sec Form 4 Filing - John Brian @ Jupiter Wellness Acquisition Corp. - 2022-02-15

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 John Brian 2. Issuer Name and Ticker or Trading Symbol Jupiter Wellness Acquisition Corp. [ JWAC] 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) 1061 E. INDIANTOWN ROAD, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2022 (Street) JUPITER, FL33477 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 Class A Common Stock 02/15/2022 J( 1 ) 96,335 D 396,665 I see footnote( 5 )

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 Class B Common Stock ( 2 ) 02/15/2022 J( 2 ) 580,665 ( 2 ) ( 4 ) Class A Common Stock ( 2 ) ( 2 ) 2,869,335 I see footnote( 5 ) Rights ( 3 ) 02/15/2022 J( 3 ) 96,335 ( 3 ) ( 4 ) Class A common stock ( 3 ) ( 3 ) 396,665 I see footnote( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other John Brian 1061 E. INDIANTOWN ROAD SUITE 110 JUPITER, FL33477 X X Chief Executive Officer Signatures /s/ Brian John 03/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A common stock transferred to a member of Jupiter Wellness Sponsor LLC (the "Sponsor") pursuant to the Limited Liability Company Agreement of the Sponsor. ( 2 )Represents shares of Class B common stock transferred to a member of the Sponsor pursuant to the Limited Liability Company Agreement of the Sponsor. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain anti-dilution adjustments. ( 3 )Represents rights transferred to a member of the Sponsor pursuant to the Limited Liability Company Agreement of the Sponsor entitling the holder to one-eighth of a share of Class A common stock upon consummation of the Issuer's initial business combination without the payment of additional consideration ( 4 )There is no expiration date. ( 5 )Brian S. John, the Chief Executive Officer of the Issuer, is the sole manager of the Sponsor. Mr. John has sole voting and dispositive power over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. John disclaims any such beneficial ownership except to the extent of his pecuniary interest.

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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