Sec Form 4 Filing - CARNEY LLOYD @ GRID DYNAMICS HOLDINGS, INC. - 2022-11-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person CARNEY LLOYD 2. Issuer Name and Ticker or Trading Symbol GRID DYNAMICS HOLDINGS, INC. [ GDYN] 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) C/O GRID DYNAMICS HOLDINGS, INC., 5000 EXECUTIVE PARKWAY, SUITE 520 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2022 (Street) SAN RAMON, CA94583 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 11/22/2022 S 60,000 D $ 12.48( 1 ) 708,709 D Common Stock 11/22/2022 S 23,000 D $ 12.4774( 2 ) 28,200 I See footnote( 3 ) Common Stock 11/23/2022 S 60,000 D $ 12.55( 4 ) 648,709 D Common Stock 11/23/2022 S 23,000 D $ 12.5 5,200 I See footnote( 3 ) Common Stock 12,542 I See footnote( 5 ) Common Stock 288,800 I See footnote( 6 ) Common Stock 19,675 I See footnote( 7 ) Common Stock 74,345 I See footnote( 8 )

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 CARNEY LLOYD C/O GRID DYNAMICS HOLDINGS, INC. 5000 EXECUTIVE PARKWAY, SUITE 520 SAN RAMON, CA94583 X Signatures /s/ Anil Doradla, by power of attorney 11/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $12.40 to $12.56. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. ( 2 )This transaction was executed in multiple trades at prices ranging from $12.44 to $12.57. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. ( 3 )The shares are held of record by The Lloyd Carney Foundation (the "Foundation"). Shares held by the Foundation were acquired upon transfer from the Reporting Person prior to the date hereof. The Foundation is a 501(c)(3) charitable organization controlled by the Reporting Person. Proceeds from the sale of the share will be donated to various charities. ( 4 )This transaction was executed in multiple trades at prices ranging from $12.50 to $12.60. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. ( 5 )The shares are held by The Lloyd A. Carney Revocable Trust dated September 25, 1995. ( 6 )The shares are held by the Lloyd Carney 2018 Grantor Retained Annuity Trust (the "2018 GRAT"). Shares held by the 2018 GRAT were acquired upon transfer from the Reporting Person prior to the date hereof. ( 7 )The shares are held by the Lloyd Carney 2020 Grantor Retained Annuity Trust (the "2020 GRAT"). Shares held by the 2020 GRAT were acquired upon transfer from the Reporting Person prior to the date hereof. ( 8 )The shares are held by the Ana M. Carney Living Trust (the "Living Trust"). Ana M. Carney is the Reporting Person's spouse. Shares held by the Living Trust were acquired upon transfer from the Reporting Person prior to the date hereof

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.