Sec Form 4 Filing - Seilheimer Brennan Susan @ 5E Advanced Materials, Inc. - 2023-04-24

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 Seilheimer Brennan Susan 2. Issuer Name and Ticker or Trading Symbol 5E Advanced Materials, Inc. [ FEAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O 5E ADVANCED MATERIALS, INC., 19500 STATE HIGHWAY 249, SUITE 125 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2023 (Street) HOUSTON, TX77070 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

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 Stock Options $ 7.73 04/24/2023 A 400,000 ( 1 ) ( 1 ) Common Stock 400,000 $ 7.73 400,000 D Restricted Stock Units ( 2 ) 04/24/2023 A 117,925 ( 2 ) ( 2 ) Common Stock 117,925 $ 0 117,925 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Seilheimer Brennan Susan C/O 5E ADVANCED MATERIALS, INC. 19500 STATE HIGHWAY 249, SUITE 125 HOUSTON, TX77070 Chief Executive Officer Signatures /s/ J. Eric Johnson as Attorney-in-Fact 06/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents employee stock options (the "Options") exercisable for shares of 5E Advanced Materials, Inc. common stock. The Options were granted on Apirl 24, 2023 and have an exercise price of approximately $7.73. The Options will cliff vest on April 24, 2026, the third (3rd) anniversary of the employment agreement between the Issuer and Susan Seilheimer Brennan. ( 2 )Represents restricted stock units ("RSUs") granted on April 24, 2023 pursuant to the Issuer's 2022 Equity Compensation Plan (the "Plan"), which Plan was ratified and approved at the Issuer's 2022 Annual Meeting of Stockholders as required under applicable ASX listing rules. Each RSU represents a contingent right to receive one share of 5E Advanced Materials, Inc. common stock, and will vest in three equal installments on the first, second and third anniversary of the grant 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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