Sec Form 3 Filing - Schnitzer Bruce William @ 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 Schnitzer Bruce William 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 _____ Officer (give title below) _____ Other (specify below) (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 982,155 ( 1 ) ( 2 ) 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 ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 98,761 D BCH A-0 Units Accounts ( 6 ) ( 6 ) ( 6 ) BCH Class S Ordinary Units ( 4 ) ( 5 ) 108,984 ( 7 ) D BCH A-1 Units Accounts ( 8 ) ( 8 ) ( 8 ) BCH Class S Ordinary Units ( 4 ) ( 5 ) 271,968 ( 9 ) D

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

Explanation of Responses:

( 1 )Includes 143,750 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 115,000 restricted equity units ("REUs") granted to Bruce W. Schnitzer (the "Reporting Person") pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan") on January 11, 2018. 100,000 REUs vested on the date of grant, and 15,000 REUs vested 25% on the date of grant, and the remaining 75% in three equal annual installments on April 25th of each subsequent calendar year. ( 2 )Includes 15,000 Class A Shares issuable upon settlement of an award of 12,000 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. ( 3 )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 as of June 7, 2023, and do not expire. ( 4 )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 (the "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, ( 5 )(Continued from Footnote 4) which shall occur on the latter of (A) the expiration of such sixty-one (61) day Notice period, unless waived; (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 restrictions in the BCH Eighth A&R LPA and the Exchange Agreement, convertible as of June 7, 2023, and do not expire. ( 6 )In accordance with the terms of BCH Eighth A&R LPA, at any time on or after January 1, 2023, 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 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. ( 7 )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. ( 8 )In accordance with the terms of 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 the 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 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 as of June 7, 2023, and do not expire. ( 9 )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: Exhibit 24: Power of Attorney

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