Sec Form 3 Filing - Atkinson Heather @ Venu Holding Corp - 2024-11-25

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 Atkinson Heather 2. Issuer Name and Ticker or Trading Symbol Venu Holding Corp [ VENU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O VENU HOLDING CORPORATION, 1755 TELSTAR DRIVE, SUITE 501 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2024 (Street) COLORADO SPRINGS, CO80920 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, par value $0.001 148,248 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 Compensatory Warrant (right to buy) $ 1.2 05/27/2020 05/27/2025 Common Stock, par value $0.001 33,335 D Compensatory Warrant (right to buy) $ 0.12 ( 1 ) 04/05/2026 Common Stock, par value $0.001 16,666 D Compensatory Warrant (right to buy) $ 2 ( 2 ) 04/11/2036 Common Stock, par value $0.001 125,000 D Compensatory Warrant (right to buy) $ 3 10/11/2022 10/11/2027 Common Stock, par value $0.001 150,000 D Compensatory Warrant (right to buy) $ 10 ( 3 ) 02/28/2031 Common Stock, par value $0.001 200,000 D Compensatory Warrant (right to buy) $ 10 ( 4 ) 10/01/2031 Common Stock, par value $0.001 92,083 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atkinson Heather C/O VENU HOLDING CORPORATION 1755 TELSTAR DRIVE, SUITE 501 COLORADO SPRINGS, CO80920 Chief Financial Officer Signatures /s/ Heather Atkinson 12/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This warrant was granted on April 5, 2021, and began vesting in four equal annual installments beginning on April 5, 2022. ( 2 )This warrant was granted on April 11, 2022, and began vesting in four equal annual installments beginning on April 11, 2023. ( 3 )This warrant was granted on February 28, 2024, and began vesting according to the following schedule: 66,667 shares of common stock, par value $0.001 per share, underlying the warrant ("Warrant Shares") vested on the grant date; 66,667 Warrant Shares will vest on February 28, 2025, and 66,666 Warrant Shares will vest on February 28, 2026. ( 4 )This warrant was granted on October 1, 2024, and began vesting according to the following schedule: 30,695 shares of common stock, par value $0.001 per share, underlying the warrant ("Warrant Shares") vested on the grant date; 30,694 Warrant Shares will vest on October 1, 2025, and 30,694 Warrant Shares will vest on October 1, 2026.

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).

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