Sec Form 4 Filing - Feinglass Howard @ USCB FINANCIAL HOLDINGS, INC. - 2023-03-08

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 Feinglass Howard 2. Issuer Name and Ticker or Trading Symbol USCB FINANCIAL HOLDINGS, INC. [ USCB] 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) , 745 FIFTH AVENUE, SUITE 1702 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2023 (Street) NEW YORK, NY10151 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Voting Common Stock 03/08/2023 S 6,314 ( 1 ) A $ 0 6,314 D Class A Voting Common Stock 4,485,909 I By Priam Capital Fund II, LP ( 2 )

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 Option to Purchase Class A Voting Stock $ 7.5 03/01/2016 ( 3 ) Class A Voting Common Stock 7,500 7,500 D Option to Purchase Class A Voting Stock $ 11.35 09/23/2019 ( 3 ) Class A Voting Common Stock 4,000 4,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Feinglass Howard 745 FIFTH AVENUE, SUITE 1702 NEW YORK, NY10151 X X Priam Capital Fund II, L.P. C/O USCB FINANCIAL HOLDINGS, INC. 2301 N.W. 87TH AVENUE MIAMI, FL33172 X Priam Capital Associates II LLC 745 FIFTH AVENUE, SUITE 1702 NEW YORK, NY10151 X Signatures /s/ Jalal Shehadeh by P.O.A. for Howard P. Feinglass 03/10/2023 Signature of Reporting Person Date /s/ Priam Capital Associates II LLC Jalal Shehadeh by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II LLC 03/10/2023 Signature of Reporting Person Date /s/ Priam Capital Fund II, L.P. Jalal Shehadeh by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II LLC, the general partner of Priam Capital Fund II, L.P. 03/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the grant of 6,314 shares of restricted stock which vest on December 31, 2023. ( 2 )Priam Capital Fund II, L.P. ("Priam Capital II") directly holds 4,485,909 shares of the Issuer's Class A Voting Common Stock. Priam Capital Associates II LLC ("Priam Capital Associates") is the general partner of Priam Capital II. Howard P. Feinglass is the managing member of Priam Capital Associates. By virtue of such relationships, Priam Capital Associates and Mr. Feinglass may be deemed to have voting and dispositive power over securities held by Priam Capital II and, as a result, may be deemed to have beneficial ownership of such securities. Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that they are beneficial owners of such securities for the purposes of Section 16. ( 3 )The option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) 10 years after its date of grant or (b) three months after the date Mr. Feinglass ceases to serve as a non-employee director of the Issuer.

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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