Sec Form 4 Filing - Abitbol Israel David @ 374Water Inc. - 2023-04-18

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 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/O 374WATER INC., 701 W. MAIN STREET, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2023 (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 04/18/2023 A 10,000 ( 1 ) A $ 0 402,716 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 $ 3.56 04/18/2023 A 150,000 ( 2 ) ( 2 ) Common Stock 150,000 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Abitbol Israel David C/O 374WATER INC. 701 W. MAIN STREET, SUITE 410 DURHAM, NC27701 Chief Financial Officer Signatures /s/ Israel D. Abitbol 04/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted common stock award to the Reporting Person pursuant to the Company's 374Water Inc. 2021 Equity Incentive Plan (the "Plan") which vested immediately. ( 2 )Pursuant to the Plan, this option to purchase common stock was granted on April 18, 2023 and vests as follows: (i) 50,000 shares on December 31, 2023 and (ii) the remaining 100,000 shares on an equal monthly installments (subject to rounding adjustments) on the last day of each month for 60 months beginning January 1, 2024, until the option is 100% vested. The closing price of the Issuer's common stock on April 18, 2023, the date of grant, was $3.56 per share. The Reporting Person must be an employee of the Issuer as of each vesting date. The option grant will expire on April 17, 2033. In the event of a Change of Control (as defined in the Plan), any unvested portion of the option grant will be immediately vested so long as the Reporting Person continues to be an employee of the Issuer at such time.

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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