Sec Form 4 Filing - COHEN BETSY Z @ FTAC Emerald Acquisition Corp. - 2022-01-14

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 COHEN BETSY Z 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2929 ARCH STREET, SUITE 1703 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2022 (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 ) 01/14/2022 01/14/2022 P 86,081( 2 ) A 976,081( 2 ) 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( 1 ) ( 3 ) 01/14/2022 J( 4 ) 60,598( 4 ) ( 3 ) ( 3 ) Class A Common Stock 60,598( 4 ) $ 0 4,349,402 I By Emerald ESG Sponsor, LLC Class B Common Stock, par value $0.0001( 1 ) ( 3 ) 01/14/2022 J( 5 ) 87,594( 5 ) ( 3 ) ( 3 ) Class A Common Stock 87,594( 5 ) $ 0 4,265,739 I By Emerald ESG Advisors, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHEN BETSY Z 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA19104 X X Signatures /s/ Betsy Cohen 01/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the managing member of each of Emerald ESG Sponsor, LLC, a Delaware limited liability company ("Sponsor"), and Emerald ESG Advisors, LLC, a Delaware limited liability company ("Advisors"). As such, the Reporting Person has voting and investment discretion with respect to the common stock held of record by Sponsor and Advisors, and may be deemed to have beneficial ownership of the common stock held directly by each of Sponsor and Advisors, and disclaims any beneficial ownership of the reported common stock other than to the extent of any pecuniary interest she may have therein, directly or indirectly. ( 2 )Sponsor purchased 86,081 units of FTAC Emerald Acquisition Corp. (the "Issuer") in a private placement that closed in connection with the underwriter's partial exercise of its over-allotment option, for an aggregate purchase price of $860,810. Each unit consists of one share of the Issuer's Class A Common Stock, par value $0.0001, 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). ( 3 )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. ( 4 )60,598 shares of Class B common stock were forfeited by Sponsor to the Issuer for no consideration and cancelled because the underwriters for the Issuer's initial public offering partially exercised their over-allotment option. ( 5 )87,594 shares of Class B common stock were forfeited by Advisors to the Issuer for no consideration and cancelled because the underwriters for the Issuer's initial public offering partially exercised their over-allotment option.

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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