Sec Form 4 Filing - MEHRING PETER A @ Ecoark Holdings, Inc. - 2021-10-07

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 MEHRING PETER A 2. Issuer Name and Ticker or Trading Symbol Ecoark Holdings, Inc. [ ZEST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 303 PEARL PARKWAY SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2021 (Street) SAN ANTONIO, TX78215 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 ( 1 ) 10/07/2021 A 63,996 A 355,499 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 MEHRING PETER A 303 PEARL PARKWAY SUITE 200 SAN ANTONIO, TX78 215 X President Signatures /s/ Peter A. Mehring 10/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") granted to the Reporting Person in exchange for cancellation of 672,499 stock options. The RSUs were granted under the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan (the "2017 Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant was approved by the Compensation Committee and shareholders of the Company as required by Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and was therefore exempt from Section 16(b) of the Exchange Act. The RSUs will vest in 12 quarterly increments of 5,333 each (except that the last increment shall be 5,335) with the first vesting date being November 4, 2021, and all RSUs will immediately vest upon (i) the Reporting Person ceasing to be an employee, advisor, director or consultant for the Issuer, or (ii) upon a "change of control" of the Issuer or its wholly-owned subsidiary, Zest Labs, Inc., as defined under the 2017 Plan. ( 2 )On August 5, 2021, the Issuer cancelled 672,499 stock options granted to the Reporting Person on October 13, 2017. In exchange for the cancelled options, the Reporting Person received 272,252 RSUs on August 5, 2021 and an additional 63,996 RSUs on the Transaction Date. The cancellation was approved by the Compensation Committee as required by Rule 16b-3 under the Exchange Act and was therefore exempt from Section 16(b) of the Exchange Act.

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