Sec Form 4 Filing - Cheng Marvin @ Karat Packaging Inc. - 2023-09-19

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 Cheng Marvin 2. Issuer Name and Ticker or Trading Symbol Karat Packaging Inc. [ KRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP-Manufacturing, Secy (Last) (First) (Middle) 6185 KIMBALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2023 (Street) CHINO, CA91708 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 09/19/2023 S 150,000 ( 1 ) D $ 21 ( 1 ) 6,099,727 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 Cheng Marvin 6185 KIMBALL STREET CHINO, CA91708 VP-Manufacturing, Secy Signatures /s/ Marvin Cheng 09/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Registration Statement on Form S-3 that became effective on November 28, 2022 and an underwriting agreement dated September 7, 2023, Mr. Cheng sold 500,000 shares of common stock of the Issuer in an underwritten secondary public offering on September 12, 2023. The shares were sold at a public offering price of $21.00 per share, and Mr. Cheng paid an underwriting discount and commission of $0.735 per share, resulting in a net price of $20.265 per share. Mr. Cheng also granted the underwriters a 30-day option to purchase 150,000 additional shares of common stock at the same price and at the same underwriting discount and commission. On September 19, 2023, Mr. Cheng sold such shares pursuant to an exercise in full by the underwriters of such option.

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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