Sec Form 3 Filing - Sato Kaijiro @ Crown Electrokinetics Corp. - 2021-02-25

FORM 3 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 Sato Kaijiro 2. Issuer Name and Ticker or Trading Symbol Crown Electrokinetics Corp. [ CRKN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-President and CMO (Last) (First) (Middle) C/O CROWN ELECTROKINETICS CORP., 11601 WILSHIRE BLVD., SUITE 2240 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (Street) LOS ANGELES, CA90025 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

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 Unit( 1 )( 2 ) ( 4 ) ( 3 ) ( 4 ) Common Stock 400,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sato Kaijiro C/O CROWN ELECTROKINETICS CORP. 11601 WILSHIRE BLVD., SUITE 2240 LOS ANGELES, CA90025 Co-President and CMO Signatures /s/ Kaijiro Sato 12/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 amendment is being filed to correct the Reporting Person's original Form 3 filed on February 26, 2021. The original Form 3 erroneously disclosed a grant of 400,000 shares of restricted stock by the Issuer in connection with the Reporting Person's appointment as the Issuer's Co-President and Chief Marketing Officer; this disclosed grant was never formalized. The disclosed grant of 400,000 shares of restricted stock units was made by the Issuer in satisfaction of the Reporting Person's entitlement to an equity award grant in connection with his appointment as Co-President and Chief Marketing Officer. ( 2 )Granted pursuant to the Issuer's 2020 Employee Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 3 )77,778 of the restricted stock unit vested on September 29, 2021. Subject to the Reporting Person remaining in continuous service with the Issuer through each applicable vesting date, 11,111 of the restricted stock units will vest monthly for a period of 28 months beginning October 25, 2021, with the remaining 11,114 restricted stock units will vesting on February 25, 2024. In the event of a change in control of the Issuer, all then-unvested restricted stock units will vest as of the date of such change in control; if the Reporting Person terminates service with the Issuer as a result of his death, disability or a termination by the Issuer without cause, 100% of the unvested restricted stock units will vest as of the date of such termination. Share of unrestricted Common Stock of the Issuer will be issued with respect to vested restricted stock units on the earliest to occur of (1) March 10, 2026; (2) the Reporting Person's separation from service; (3) a change in control; or (4) the Reporting Person's death. ( 4 )Not applicable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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