Sec Form 4 Filing - Ferdinand Brian @ LUXURBAN HOTELS INC. - 2023-02-14

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 Ferdinand Brian 2. Issuer Name and Ticker or Trading Symbol LUXURBAN HOTELS INC. [ LUXH] 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) 2125 BISCAYNE BLVD., SUITE 253 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2023 (Street) MIAMI, FL33137 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 02/14/2023 J( 1 ) 874,474 D $ 0 15,468,969 I by THA Holdings LLC ( 2 ) Common Stock 462,500 I by THA Family II Holdings LLC ( 3 ) Common Stock 73,334 I by SuperLuxMia LLC ( 4 ) Common Stock 115,000 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 Make-Whole Right (Obligation to Sell) $ 0 02/14/2023 J 874,474 02/14/2023 02/14/2023 Common Stock 874,474 $ 0 ( 1 ) 125,526 I by THA Holdings LLC Make-Whole Right (Obligation to Sell) $ 0 02/14/2023 J 125,526 02/14/2023 02/14/2023 Common Stock 125,526 $ 0 ( 1 ) 0 I by THA Holdings LLC Warrants $ 4.2 08/12/2022 08/12/2027 Common Stock 250,000 250,000 I by THA Family II Limited Liability Company ( 5 ) Warrants $ 4.2 08/12/2022 08/12/2027 Common Stock 112,500 112,500 I by THA Family II Limited Liability Company ( 6 ) Warrants $ 4.2 08/12/2022 08/12/2027 Common Stock 55,000 55,000 I by SuperLuxMia LLC ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferdinand Brian 2125 BISCAYNE BLVD. SUITE 253 MIAMI, FL33137 X X Chief Executive Officer Signatures Brian Ferdinand 02/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported in the Issuer's Current Report on Form 8-K filed on December 20, 2022, THA Holdings LLC deposited 1,000,000 shares of the Issuer's common stock into escrow (the "Escrow") in support of a make-whole right granted by THA to Greenle Partners LLC Series Alpha PS and Greenle Partners LLC Series Beta P.S. (together, "Greenle"). Mr. Ferdinand via THA agreed to personally pay to Greenle any difference in the aggregate amount Greenle realizes in public or private sales of the shares of the Issuer's common stock that were issued to Greenle upon conversion of $3 million principal amount of Issuer's debt held by Greenle. This Form 4 reports that on February 16, 2023, the Escrow was terminated with 874,474 shares being transferred to Greenle by THA and 125,526 shares being returned to THA. Neither Mr. Ferdinand or THA received any cash proceeds from the transfer to Greenle. ( 2 )THA Holdings LLC is an entity owned and operated by the Reporting Person. ( 3 )THA Family II Limited Liability Company is an entity owned and operated by the Reporting Person. ( 4 )SuperLuxMia LLC is an entity owned and operated by the Reporting Person. ( 5 )Comprised of underlying shares of the Issuer's common stock issuable upon exercise of the THA Contingent Warrants owned by THA Family II Limited Liability Company. ( 6 )Comprised of shares of the Issuer's common stock underlying the 2022 Insider Bridge Warrant owned by THA Family II Limited Liability Company. ( 7 )Comprised of shares of the Issuer's common stock underlying the 2022 Insider Bridge Warrant owned by SuperLuxMia LLC.

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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