Sec Form 4 Filing - Bushey Thomas @ Ondas Holdings Inc. - 2022-12-21

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 Bushey Thomas 2. Issuer Name and Ticker or Trading Symbol Ondas Holdings Inc. [ ONDS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 411 WAVERLEY OAKS ROAD, SUITE 114 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2022 (Street) WALTHAM, MA02452 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 12/21/2022 M 1,591 A $ 0( 1 ) 3,728 D Common Stock 12/21/2022 M 165,606 A $ 0( 1 ) 169,334 D Common Stock 12/21/2022 S 54,902( 2 ) D $ 1.874( 3 ) 114,432 D Common Stock 12/22/2022 M 167,197 A $ 0( 1 ) 281,629 D Common Stock 12/22/2022 S 49,970( 2 ) D $ 1.773( 4 ) 231,659 D Common Stock 12/23/2022 M 167,197 A $ 0( 1 ) 398,856 D Common Stock 12/23/2022 S 72,804( 2 ) D $ 1.673( 5 ) 326,052 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 Restricted Stock Units ( 6 ) 12/21/2022 M 1,591 ( 7 ) ( 7 ) Common Stock 1,591 $ 0 1,590 D Restricted Stock Units ( 6 ) 12/21/2022 M 165,606 ( 8 ) ( 8 ) Common Stock 165,606 $ 0 334,394 D Restricted Stock Units ( 6 ) 12/22/2022 M 167,197 ( 8 ) ( 8 ) Common Stock 167,197 $ 0 167,197 D Restricted Stock Units ( 6 ) 12/23/2022 M 167,197 ( 8 ) ( 8 ) Common Stock 167,197 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bushey Thomas 411 WAVERLEY OAKS ROAD, SUITE 114 WALTHAM, MA02452 X Signatures /s/ Thomas Bushey 12/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Ondas Holdings Inc. (the "Company") common stock received upon vesting of Restricted Stock Units ("RSUs"). ( 2 )These shares were sold by the Issuer to fund tax liability attributable to the vesting of the RSUs. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.82 to $1.92, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (5) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.74 to $1.81, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.63 to $1.71, inclusive. ( 6 )Each RSU represents a contingent right to receive one share of common stock, par value $0.0001 per share, of the Company. ( 7 )These RSUs were granted on November 5, 2021 and vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that the reporting person is a director of the Company on the applicable vesting dates. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 1,591 shares of common stock were delivered to the reporting person on December 21, 2022. ( 8 )These RSUs were granted on June 3, 2020. 375,000 RSUs vested as of December 31, 2020 and 125,000 RSUs vested January 19, 2021. In connection with the vesting of these RSUs, 165,606, 167,197 and 167,197 (500,000 total) shares of common stock were delivered to the reporting person on December 21, 2022, December 22, 2022, and December 23, 2022, respectively.

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).

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