Sec Form 4 Filing - GERACI JOSEPH ANTHONY II @ Mill City Ventures III, Ltd - 2022-09-22

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 GERACI JOSEPH ANTHONY II 2. Issuer Name and Ticker or Trading Symbol Mill City Ventures III, Ltd [ MCVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1907 WAYZATA BLVD., SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2022 (Street) WAYZATA, MN55391 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 7,677 I By spouse Common Stock 128,915 I By Lantern Advisers LLC( 1 ) Common Stock 315,779( 2 ) D Common Stock 09/22/2022 A 9,908( 3 ) A $ 2.05 325,687( 2 ) D Common Stock 445( 4 ) I By self as UTMA custodian for minor child

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 GERACI JOSEPH ANTHONY II 1907 WAYZATA BLVD., SUITE 205 WAYZATA, MN55391 X Chief Financial Officer Signatures /s/ Joseph A. Geraci, II 09/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A Minnesota limited liability company of which the reporting person is a member and manager. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. ( 2 )Of the reported amount, 10,000 common shares are subject to forfeiture pursuant to a restricted stock agreement with the issuer. Subject to the terms of the restricted stock grant agreement, those 10,000 shares are scheduled to vest on January 24, 2023. ( 3 )Shares were acquired by the reporting person pursuant to a stock award made by the issuer, upon approval of the full Board of Directors and election of the reporting person, in lieu of regular cash compensation (net of taxes) payable for the fiscal quarter ended September 30, 2022. The reported price is the closing market price of the common stock on the date of the stock award. ( 4 )These common shares were transferred as a bona fide gift but remain "beneficially owned" under 17 CFR 240.13d-3. The reporting person disclaims beneficial ownership of these shares.

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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