Sec Form 4 Filing - Hohns Andrew @ FTAC Emerald Acquisition Corp. - 2021-12-20

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 Hohns Andrew 2. Issuer Name and Ticker or Trading Symbol FTAC Emerald Acquisition Corp. [ EMLDU] 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 FTAC EMERALD ACQUISITION CORP, 2929 ARCH STREET, SUITE 1703 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2021 (Street) PHILADELPHIA, PA19104 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, par value $0.0001( 1 ) 12/20/2021 12/20/2021 J( 2 ) 10,000( 3 ) A 10,000( 3 ) I By Emerald ESG Sponsor, LLC

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, par value $0.0001 ( 4 ) 12/20/2021 J( 2 ) 40,000( 5 ) ( 4 ) ( 4 ) Class A Common Stock 40,000 ( 2 ) 40,000 I By Emerald ESG Sponsor, LLC Class B Common Stock, par value $0.0001 ( 4 ) 12/20/2021 J( 2 )( 6 ) 100,000( 5 ) ( 4 ) ( 4 ) Class A Common Stock 100,000 ( 2 )( 6 ) 100,000 I By Emerald ESG Advisors, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hohns Andrew C/O FTAC EMERALD ACQUISITION CORP 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA19104 X Signatures /s/ Andrew Hohns 12/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a member of Emerald ESG Sponsor, LLC ("Sponsor") and Emerald ESG Advisors, LLC ("Advisors"). Sponsor holds Units and Class B Common Stock of the Issuer and Advisors holds Class B Common Stock of the Issuer. ( 2 )Allocated to the Reporting Person as a member of each of Sponsor and Advisors, as applicable, in connection with an investment made by the Reporting Person in each of Sponsor and Advisors, as applicable. ( 3 )Each Unit consists of one share of the Issuer's Class A Common Stock and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261254). ( 4 )The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents and has no expiration date. ( 5 )The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for any other purpose. ( 6 )20,000 shares of Class B Common Stock of the Issuer was allocated to the Reporting Person as a member of Advisors for service on the Issuer's Board of Directors.

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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