Sec Form 4 Filing - Zacharia Michael @ Trinity Capital Inc. - 2021-11-12

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 Zacharia Michael 2. Issuer Name and Ticker or Trading Symbol Trinity Capital Inc. [ TRIN] 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) C/O TRINITY CAPITAL INC., 1 N. 1ST STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2021 (Street) PHOENIX, AZ85004 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 11/12/2021 P 1,500 A $ 17.29( 1 ) 15,000( 2 ) I By The 2001 Michael E and Debra L Zacharia Trust, dated June 15, 2001 Common Stock 11/15/2021 P 1,440 A $ 17.32( 3 ) 16,440( 2 ) I By The 2001 Michael E and Debra L Zacharia Trust, dated June 15, 2001 Common Stock 3,033( 4 )( 5 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zacharia Michael C/O TRINITY CAPITAL INC. 1 N. 1ST STREET, 3RD FLOOR PHOENIX, AZ85004 X Signatures /s/ Sarah Stanton, on behalf of Michael Zacharia 11/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price, rounded to the nearest hundredth. These shares were bought in multiple transactions at prices ranging from $17.27 and $17.31 per share. The reporting person undertakes to provide Trinity Capital Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased as each separate price within the ranges set forth in this footnote. ( 2 )On September 17, 2021, Mr. Zacharia filed a Form 4 (the "Prior Form 4") that inadvertently reported two rows of indirect ownership through The 2001 Michael E and Debra L Zacharia Trust, dated June 15, 2001 (the "Trust"). Specifically, under Table I of the Prior Form 4, the second row thereunder reported indirect ownership of 11,500 shares of the Company's common stock and the third row thereunder reported indirect ownership of 13,500 shares of the Company's common stock. Such second row was inadvertently included due to administrative error. Accordingly, the Prior Form 4 is hereby corrected to reflect that Mr. Zacharia's indirect ownership consisted only of 13,500 shares of the Company's common stock through the Trust, as of the date of filing of the Prior Form 4. Further, following the transactions reported on this Form 4, Mr. Zacharia indirectly owns 16,440 shares of the Company's common stock through the Trust. ( 3 )The price reported in Column 4 is a weighted average price, rounded to the nearest hundredth. These shares were bought in multiple transactions at prices ranging from $17.29 and $17.33 per share. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased as each separate price within the ranges set forth in this footnote. ( 4 )Includes restricted shares issued under the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, which restricted shares shall vest in full on the earlier of (1) September 15, 2022 or (2) the date immediately preceding the next annual meeting of stockholders of the Company. ( 5 )The Prior Form 4 inadvertently reported Mr. Zacharia's direct ownership as 11,793 shares due to administrative error. As of the date of filing of the Prior Form 4, Mr. Zacharia's direct ownership consisted only of 3,033 restricted shares issued under the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan. Accordingly, such error is hereby corrected to reflect that Mr. Zacharia's direct ownership consisted only of such 3,033 restricted shares as of the date of filing of the Prior Form 4 and as of the date hereof .

Remarks: Sarah Stanton is signing on behalf of Mr. Zacharia pursuant to the power of attorney dated December 31, 2020, which was previously filed with the Securities and Exchange Commission as an exhibit to the Form 3 Mr. Zacharia filed on December 31, 2020.

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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