Sec Form 4 Filing - Medlin Derek @ Katapult Holdings, Inc. - 2021-06-09

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 Medlin Derek 2. Issuer Name and Ticker or Trading Symbol Katapult Holdings, Inc. [ KPLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O KATAPULT HOLDINGS, INC., 5204 TENNYSON PARKWAY, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2021 (Street) PLANO, TX75024 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 06/09/2021 J( 1 ) 263,482 ( 2 ) A $ 0 ( 1 ) 263,482 ( 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 Stock Options (right to buy) $ 0.54 06/09/2021 A 79,646 06/09/2021 07/30/2027 Common Stock 79,646 $ 0 79,646 D Stock Options (right to buy) $ 0.85 06/09/2021 A 94,612 06/09/2021 07/31/2028 Common Stock 94,612 $ 0 94,612 D Stock Options (right to buy) $ 0.19 06/09/2021 A 204,671 06/09/2021 09/04/2029 Common Stock 204,671 $ 0 204,671 D Stock Options (right to buy) $ 0.19 06/09/2021 A 702,914 06/09/2021 09/04/2029 Common Stock 702,914 $ 0 702,914 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Medlin Derek C/O KATAPULT HOLDINGS, INC. 5204 TENNYSON PARKWAY, SUITE 500 PLANO, TX75024 Chief Operating Officer Signatures /s/ Derek Medlin 06/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were acquired pursuant to Katapult Holdings, Inc.'s (the "Issuer") initial business combination in exchange for shares of the legacy Katapult Holdings, Inc. entity that were owned by the reporting person prior to the Closing. ( 2 )Includes earn out shares granted in connection with the Issuer's initial business combination, subject to certain vesting provisions.

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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