Sec Form 4 Filing - LAWRIE JOHN M @ Electriq Power Holdings, Inc. - 2023-11-15

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 LAWRIE JOHN M 2. Issuer Name and Ticker or Trading Symbol Electriq Power Holdings, Inc. [ ELIQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ELECTRIQ POWER HOLDINGS, INC., 625 NORTH FLAGLER DRIVE, SUITE 1003 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2023 (Street) WEST PALM BEACH, FL33401 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 Class A Common Stock 11/15/2023 J( 1 ) 1,562,500 D 25,263 ( 2 ) D Class A Common Stock 11/15/2023 J( 1 ) 1,562,500 A 2,812,500 I By JMLElectric LLC ( 3 ) Class A Common Stock 11/15/2023 J( 4 ) 1,846,852 D 0 I By TLG Acquisition Founder LLC ( 5 ) Class A Common Stock 11/15/2023 J( 4 ) 1,108,111 A 1,108,111 I By TLG Capital Partners, LLC ( 6 ) Class A Common Stock 11/15/2023 J( 7 ) 1,108,111 D 0 I By TLG Capital Partners, LLC ( 6 ) Class A Common Stock 11/15/2023 J( 7 ) 1,108,111 A 3,920,611 I By JMLElectric LLC ( 3 ) Class A Common Stock 500,000 I By TLG Fund I, LP ( 8 ) Series A Cumulative Redeemable Preferred Stock 11/15/2023 J( 9 ) 675,000 D 0 D Series A Cumulative Redeemable Preferred Stock 11/15/2023 J( 9 ) 675,000 A 1,175,000 I By JMLElectric LLC ( 3 ) Series A Cumulative Redeemable Preferred Stock 11/15/2023 J( 10 ) 378,318 D 0 I By TLG Acquisition Founder LLC ( 5 ) Series A Cumulative Redeemable Preferred Stock 11/15/2023 J( 10 ) 226,991 A 226,991 I By TLG Capital Partners, LLC ( 6 ) Series A Cumulative Redeemable Preferred Stock 11/15/2023 J( 11 ) 226,991 D 0 I By TLG Capital Partners, LLC ( 6 ) Series A Cumulative Redeemable Preferred Stock 11/15/2023 J( 11 ) 226,991 A 1,401,991 I By JMLElectric LLC ( 3 )

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 Warrants (right to buy) $ 6.57 11/15/2023 J( 12 ) 1,000,000 08/30/2023 07/31/2028 Class A Common Stock 1,000,000 ( 12 ) 1,000,000 I By TLG Acquisition Founder LLC ( 5 ) Warrants (right to buy) $ 6.57 11/15/2023 J( 12 ) 600,000 08/30/2023 07/31/2028 Class A Common Stock 600,000 ( 12 ) 600,000 I By TLG Capital Partners, LLC ( 6 ) Warrants (right to buy) $ 6.57 11/15/2023 J( 13 ) 600,000 08/30/2023 07/31/2028 Class A Common Stock 600,000 ( 13 ) 0 I By TLG Capital Partners, LLC ( 6 ) Warrants (right to buy) $ 6.57 11/15/2023 J( 13 ) 600,000 08/30/2023 07/31/2028 Class A Common Stock 600,000 ( 13 ) 600,000 I By JMLElectric LL ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAWRIE JOHN M C/O ELECTRIQ POWER HOLDINGS, INC. 625 NORTH FLAGLER DRIVE, SUITE 1003 WEST PALM BEACH, FL33401 X X Signatures /s/ John Michael Lawrie 11/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the transfer of 1,562,500 shares of the Issuer's Common Stock ("Common Stock") from the Reporting Person to JMLElectric LLC ("JML"), which is wholly owned by the Reporting Person. ( 2 )Represents restricted shares previously granted to the Reporting Person. ( 3 )The Reporting Person is the manager of JML and has sole voting and dispositive power over the shares held by JML. ( 4 )Pursuant to the Distribution Agreement, dated November 6, 2023 (the "Distribution Agreement"), among TLG Acquisition Founder LLC (the "Sponsor"), TLG Capital Partners, LLC ("TLG Capital"), Fenway 07 LLC and JML, the Sponsor made a pro rata distribution of 1,846,852 shares of Common Stock to its members. As a result of such pro rata distribution, TLG Capital received 1,108,111 shares of Common Stock. ( 5 )The Reporting Person was the manager of the Sponsor and had sole voting and dispositive power over the shares held by Sponsor. ( 6 )The Reporting Person wholly owns TLG Capital and had sole voting and dispositive power over the shares held by TLG Capital. ( 7 )Pursuant to the Distribution Agreement, TLG Capital transferred 1,108,111 shares of Common Stock to JML. ( 8 )The Reporting Person is the manager of the general partner of TLG Fund I, LP ("TLG Fund I"), who has sole voting and dispositive power over the shares held by TLG Fund I. The Reporting Person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TLG Fund I or any of its affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities held by TLG Fund I for purposes of Section 16 of the Exchange Act or otherwise. ( 9 )Represents the transfer of 675,000 shares of the Issuer's Series A Cumulative Redeemable Preferred Stock ("Preferred Stock") from the Reporting Person to JML, which is wholly owned by the Reporting Person. ( 10 )Pursuant to the Distribution Agreement, the Sponsor made a pro rata distribution of 378,318 shares of Preferred Stock to its members. As a result of such pro rata distribution, TLG Capital received 226,991 shares of Preferred Stock. ( 11 )Pursuant to the Distribution Agreement, TLG Capital transferred 226,991 shares of Preferred Stock to JML. ( 12 )Pursuant to the Distribution Agreement, the Sponsor made a pro rata distribution of 1,000,000 warrants to purchase shares of Common Stock at an exercise price of $6.57 per share ("Warrants") to its members. As a result of such pro rata distribution, TLG Capital received 600,000 Warrants. ( 13 )Pursuant to the Distribution Agreement, TLG Capital transferred 600,000 Warrants to JML.

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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