Sec Form 4 Filing - Scheffler Larry @ Planet 13 Holdings Inc. - 2023-05-25

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 Scheffler Larry 2. Issuer Name and Ticker or Trading Symbol Planet 13 Holdings Inc. [ PLNHF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO (Last) (First) (Middle) 2548 WEST DESERT INN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2023 (Street) LAS VEGAS, NV89109 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 Shares ( 1 ) 05/25/2023 J 562,510 D $ 0 0 D Common Shares 05/25/2023 M 281,255 A $ 0.5601 1,172,490 D Common Shares 05/25/2023 F 125,581 D $ 0.5601 1,046,909 D Common Shares 33,016,470 I By Scheffler RX LLC Common Shares 5,000,000 I By Thirteen, LLC Common Shares 562,500 I By Scheffler Family Limited Partnership

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 Restricted Share Units ( 1 ) ( 2 ) 05/25/2023 J 562,510 ( 3 ) ( 3 ) Common Shares 562,510 $ 0 562,510 D Restricted Share Units $ 0.5601 05/25/2023 M 281,255 05/26/2023 ( 3 ) Common Shares 281,255 $ 0.5601 281,255 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scheffler Larry 2548 WEST DESERT INN ROAD LAS VEGAS, NV89109 X X Co-CEO Signatures /s/ Larry Scheffler 05/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of Restricted Share Units ("RSU"). These RSUs were previously reported on Form 3, Table 1 as Common Shares with the vesting schedule provided in a footnote and are now being transferred from Table 1 to Table 2 on this Form 4 for ease of form preparation. ( 2 )Each RSU represents the right to receive one Common Share. ( 3 )The RSUs vest 1/2 on December 1, 2022 and 1/2 on December 1, 2023, subject to continued service through each vesting date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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