Sec Form 3 Filing - Mudd Robert @ 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 Mudd Robert 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) SVP, Constr. & Market Expans. (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 $0.001 242,016 D Common Stock, par value $0.001 12,500 I By Irrevocable Third-Party Special Needs Trust For Felicia Kate Mudd and Gage A Mudd ( 1 )

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) $ 0.12 ( 2 ) 04/05/2026 Common Stock, par value $0.001 16,666 D Compensatory Warrant (right to buy) $ 0.12 ( 3 ) 10/28/2026 Common Stock, par value $0.001 62,500 D Compensatory Warrant (right to buy) $ 2 ( 4 ) 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 $0.001 205,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mudd Robert C/O VENU HOLDING CORPORATION 1755 TELSTAR DRIVE, SUITE 501 COLORADO SPRINGS, CO80920 SVP, Constr. & Market Expans. Signatures /s/ Heather Atkinson, as attorney-in-fact for Robert Mudd 12/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock, par value $0.001 per share (the "Common Stock"), are owned directly by the Irrevocable Third-Party Special Needs Trust For Felicia Kate Mudd and Gage A Mudd (the "Trust"), a trust for Mr. Robert Mudd's special needs minor children. As a trustee of the Trust, Mr. Mudd is deemed to have indirect beneficial ownership of the shares held by the Trust. ( 2 )This warrant was granted on April 5, 2021, and began vesting in four equal annual installments beginning on April 5, 2022. ( 3 )This warrant was granted on October 28, 2021, and began vesting in five equal annual installments beginning on October 28, 2022. ( 4 )This warrant was granted on April 11, 2022, and began vesting in four equal annual installments beginning on April 11, 2023.

Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Robert Mudd)

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