Sec Form 3 Filing - Abitbol Israel David @ 374Water Inc. - 2022-02-07

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 Abitbol Israel David 2. Issuer Name and Ticker or Trading Symbol 374Water Inc. [ SCWO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O374WATER INC., 701 W. MAIN STREET, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2022 (Street) DURHAM, NC27701 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 Common Stock 392,716 D

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 Common Stock $ 1.05 ( 1 ) ( 1 ) Common Stock 550,000 D Option to Purchase Common Stock $ 1.98 ( 2 ) ( 2 ) Common Stock 130,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Abitbol Israel David C/O374WATER INC. 701 W. MAIN STREET, SUITE 410 DURHAM, NC27701 Chief Financial Officer Signatures /s/ Israel D. Abitbol 02/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option to purchase common stock was granted on June 7, 2021 and vests as follows: 11,459 shares per month on the first day of each month for 48 months with the first month vesting date being July 1, 2021. Reporting Person must be an employee of the Issuer as of each vesting date.This option expires on June 7, 2031. ( 2 )This option to purchase common stock was granted on October 8, 2021 and vests as follows: 2,667 shares per month on the first day of each month for 60 months with the first month vesting date being November 1, 2021. Reporting Person must be an employee of the Issuer as of each vesting date. This option expires on June December 31, 2030.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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