Sec Form 3 Filing - Heppner Brad K @ Beneficient - 2023-06-07

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 Heppner Brad K 2. Issuer Name and Ticker or Trading Symbol Beneficient [ BENF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 325 N. SAINT PAUL STREET, SUITE 4850 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2023 (Street) DALLAS, TX75201 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 Class A Common Stock 1,496,466 ( 1 ) ( 2 ) ( 3 ) 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 Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 17,719,483 I See Footnotes ( 5 ) ( 6 ) BCH Class S Ordinary Units ( 7 ) ( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 6,550,064 I See Footnotes ( 5 ) ( 6 ) BCH Class S Preferred Units ( 9 ) ( 9 ) ( 9 ) BCH Class S Ordinary Units ( 7 ) ( 8 ) 25,888 I See Footnotes ( 5 ) ( 6 ) BCH A-0 Units Accounts ( 10 ) ( 10 ) ( 10 ) BCH Class S Ordinary Units ( 7 ) ( 8 ) 19,644,078 ( 11 ) I See Footnotes ( 5 ) ( 6 ) BCH A-1 Units Accounts ( 12 ) ( 12 ) ( 12 ) BCH Class S Ordinary Units ( 7 ) ( 8 ) 61,339,318 ( 13 ) I See Footnotes ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heppner Brad K 325 N. SAINT PAUL STREET, SUITE 4850 DALLAS, TX75201 X See Remarks Signatures /s/ David B. Rost Attorney-in-fact for Brad K. Heppner 06/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,423,427 shares of Class A common stock, par value $0.001 ("Class A Shares"), of Beneficient, a Nevada corporation (the "Issuer"), issuable upon the settlement of an award of 1,138,742 restricted equity units ("REUs") granted to Brad K. Heppner (the "Reporting Person") pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan"). Such award of REUs to the Reporting Person fully vested on the date of grant, April 25, 2019. ( 2 )Includes 18,750 Class A Shares issuable upon settlement of an award of 15,000 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 25, 2019. Such award of REUs to the Reporting Person vested 25% on the date of grant, and the remaining 75% in three equal annual installments on April 25th of each subsequent calendar year. ( 3 )Includes 54,289 Class A Shares issuable upon settlement of an award of 43,431 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person shall vest 40% on June 8, 2023, and the remaining 60% in three equal annual installments on April 1st of each subsequent calendar year. ( 4 )Each share of Class B common stock, $0.001 par value ("Class B Shares"), of the Issuer is convertible into Class A Shares on a one-for-one basis (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's articles of incorporation. The Class B Shares are convertible on June 7, 2023, and do not expire. ( 5 )Represents securities directly held by Beneficient Holdings, Inc., a Delaware corporation ("BHI"). The voting and economic shares of BHI are 100% owned by The Highland Business Holdings Trust ("HBH") and therefore, HBH may be deemed to have beneficial ownership of any securities directly held by BHI. The Reporting Person is a director of BHI as well as both a beneficiary and a trustee of HBH and, in such capacity, may be deemed to have the power to vote and direct the disposition of any securities held by HBH or BHI. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities directly held by BHI or HBH that are covered by this statement. ( 6 )(Continued from footnote 4) The Reporting Person disclaims beneficial ownership of any securities directly held by BHI or HBH that are covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities. ( 7 )In accordance with the terms of the Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), Eighth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Eighth A&R LPA") adopted on June 7, 2023, and an Exchange Agreement, dated June 7, 2023, by and among the Issuer, BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units") may be exchanged, on a one-for-one basis, for Class A Shares upon the election of the holder of such BCH Class S Ordinary Units. The holder of such BCH Class S Ordinary Units must provide not less than sixty-one (61) days prior notice ("Notice") of the exchange to both the Issuer and Ben LLC, which shall occur on the later of (A) the expiration of such sixty-one (61) day Notice period, unless waived; ( 8 )(Continued from footnote 6) (B) the third business day after the date of the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided; or (C) the first day following the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided that directors and executive officers of the Issuer are permitted to trade under the applicable policies of Issuer relating to trading by directors and executive officers. The BCH Class S Ordinary Units are, subject to the Notice period, convertible as of June 7, 2023, and do not expire. ( 9 )In accordance with the terms of the BCH Eighth A&R LPA, Class S Preferred Units of BCH ("BCH Class S Preferred Units") may be converted on a quarterly basis into BCH Class S Ordinary Units at a rate of 1 BCH Class S Ordinary Unit per 1.2 BCH Class S Preferred Unit converted. The BCH Class S Preferred Units are convertible on June 7, 2023, and do not expire. ( 10 )In accordance with the terms of the BCH Eighth A&R LPA, the capital account balance of Preferred Series A Subclass 0 Unit Accounts of BCH ("BCH Preferred A-0 Unit Accounts") may be freely converted into BCH Class S Ordinary Units. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-0 Unit Accounts being converted divided by a price equal to, the average of (i) $10.50, and (ii) the volume-weighted average closing price of Class A Shares for the twenty (20) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-0 Conversion Price"). The BCH Preferred A-0 Unit Accounts are convertible on June 7, 2023, and do not expire. ( 11 )Represents BCH Class S Ordinary Units issuable upon the conversion of the capital account balance of such BCH Preferred A- 0 Unit Accounts, assuming an A-0 Conversion Price of $10.50 in capital account balance of such BCH Preferred A-0 Unit Account per BCH Class S Ordinary Unit. ( 12 )In accordance with the BCH Eighth A&R LPA, at any time on or after January 1, 2025, the capital account balance of Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") may be freely converted into BCH Class S Ordinary Units, subject to a 20% annual conversion limit until December 31, 2029, unless t he conversion price for the BCH Preferred A-1 Unit Accounts equals or exceeds $18.00 after January 1, 2025. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-1 Unit Accounts being converted divided by a price equal to the average closing price of Class A Shares for the thirty (30) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-1 Conversion Price"). The BCH Preferred A-1 Unit Accounts are convertible on June 7, 2023, and do not expire. ( 13 )Represents BCH Class S Ordinary Units issuable upon the conversion of the capital account balance of such BCH Preferred A-1 Unit Accounts, assuming an A-1 Conversion Price of $10.50 in capital account balance such BCH Preferred A-1 Unit Account per BCH Class S Ordinary Unit.

Remarks: Chief Executive Officer, Chairman of the Board of DirectorsExhibit 24: Power of Attorney

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