Sec Form 4 Filing - GWG Holdings, Inc. @ Beneficient - 2023-08-01

FORM 4 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) 08/01/2023 (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 08/01/2023 J( 1 )( 2 ) 102,530,680 D $ 0 ( 1 ) ( 2 ) 0 D Class A Common Stock, $0.001 par value 08/01/2023 J( 1 )( 2 ) 67,100,832 D $ 0 ( 1 ) ( 2 ) 0 I By Subsidiary ( 3 ) Class A Common Stock, $0.001 par value 08/01/2023 J( 1 )( 2 ) 119,975 D $ 0 ( 1 ) ( 2 ) 0 I By Subsidiary ( 4 )

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

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. 08/01/2023 Signature of Reporting Person Date /s/ Jeffrey S. Stein, President of GWG Life USA, LLC 08/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 20, 2023, GWG Holdings, Inc. (the "Company") and certain of its subsidiaries (together with the Company, the "Debtors") filed a voluntary petition for reorganization under chapter 11 of title 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On June 20, 2023 the Court entered an order (the "Confirmation Order") confirming the Debtors' Further Modified Second Amended Joint Chapter 11 Plan (as subsequently further modified the "Plan"). On August 1, 2023 (the "Effective Date") the conditions to the effectiveness of the Plan were satisfied or waived. ( 2 )(Continued from footnote 1) On the Effective Date, pursuant to the terms of the Plan, all shares of Beneficient's Class A Common Stock owned by the Debtors were delivered to a liquidating trust or Mr. Jeffrey Stein, in each case as contemplated by the Plan. The sole purpose of the liquidating trust is to liquidate these assets with a view towards maximizing the value of such assets for the benefit of the beneficiaries of the liquidating trust. The Debtors received no cash proceeds or other property in exchange for the delivered shares. ( 3 )Shares were owned directly by GWG Life USA, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. was an indirect beneficial owner of the reported securities. ( 4 )Shares were owned directly by GWG Life, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. was an indirect beneficial owner of the reported securities.

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).

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