Sec Form 3 Filing - Lebensohn Daniel @ Crixus BH3 Acquisition Co - 2021-10-04

FORM 3 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 Lebensohn Daniel 2. Issuer Name and Ticker or Trading Symbol Crixus BH3 Acquisition Co [ BHAC] 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-Chief Executive Officer (Last) (First) (Middle) C/O CRIXUS BH3 ACQUISITION COMPANY, 819 NE 2ND AVENUE, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2021 (Street) FORT LAUDERDALE, FL33304 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

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,139,242 ( 2 ) ( 3 ) I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lebensohn Daniel C/O CRIXUS BH3 ACQUISITION COMPANY 819 NE 2ND AVENUE, SUITE 500 FORT LAUDERDALE, FL33304 X X Co-Chief Executive Officer Signatures /s/ Brian J. Gavsie, Attorney-in-Fact 10/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269). ( 2 )Includes up to 750,000 shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all, and gives effect to the sale of 1,450,758 shares to the Issuer's public anchor investors on the date hereof. ( 3 )The securities are held directly by Crixus BH3 Sponsor LLC, the sponsor of the issuer (the "Sponsor"). The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by the Reporting Person and Gregory Freedman. Each of the Reporting Person and Mr. Freedman indirectly share voting and dispositive power over the securities held by the Sponsor, and may be deemed to beneficially own the securities held by the Sponsor. The Reporting Person and Mr. Freedman disclaim beneficial ownership of the securities held by the Sponsor except to the extent of their pecuniary interest therein.

Remarks: See Exhibit 24.1 - Power of Attorney

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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