Sec Form 3 Filing - GWG Holdings, Inc. @ 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 GWG Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol Beneficient [ BENF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 325 NORTH ST. PAUL STREET, SUITE 2650 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) _____ Form filed by One Reporting Person __ X __ 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, $0.001 par value 58,609,893 D Class A Common Stock, $0.001 par value 67,100,832 I By Subsidiary ( 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 Preferred C-1 Unit of Beneficient Company Holdings, L.P. $ 10.2 ( 3 ) ( 2 ) ( 2 ) Class A Common Stock, $0.001 par value 20,117,647 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GWG Holdings, Inc. 325 NORTH ST. PAUL STREET, SUITE 2650 DALLAS, TX75201 X GWG Life USA, LLC 325 NORTH ST. PAUL STREET, SUITE 2650 DALLAS, TX75201 X Signatures /s/ Jeffrey S. Stein, Chief Executive Officer of GWG Holdings, Inc. 06/07/2023 Signature of Reporting Person Date /s/ Jeffrey S. Stein, Chief Executive Officer of GWG Life USA, LLC 06/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are owned directly by GWG Life USA, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities. ( 2 )The Preferred C-1 Units held by the reporting person will automatically convert to the Class A Common Stock on the business day after the VWAP Period. The "VWAP Period" is the period commencing on the first trading day after June 7, 2023 and ending on the 20th trading day after June 7,2023. ( 3 )The conversion price of the Preferred C-1 Units held by the reporting person will be the lower of (i) the volume-weighted average trading price of the issuer's Class A common stock for the 20 trading days following June 7, 2023 and (ii) $10.20 per share of Class A common stock.

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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