Sec Form 4 Filing - Merrell Terry @ 374Water Inc. - 2023-05-31

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 Merrell Terry 2. Issuer Name and Ticker or Trading Symbol 374Water Inc. [ SCWO] 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) 8811 WEST 500 NORTH 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2023 (Street) KOKOMO, IN46901 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 05/31/2023 G 1,048,444 ( 1 ) ( 3 ) D $ 0 6,069,889 I See Note ( 4 ) Common Stock 06/01/2023 G 19,305 ( 2 ) ( 3 ) D $ 0 6,050,584 I See Note ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merrell Terry 8811 WEST 500 NORTH KOKOMO, IN46901 X Signatures /s/ Terry Merrell 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This aggregate number represents a bona fide gift of the following: (i) 524,222 shares of the Issuer's common stock to Cross America, Inc. ("Cross America") and (ii) 524,222 shares of the Issuer's common stock to Upper Deer Creek Church, Inc. ("Upper Deer Creek Church"). ( 2 )This number represents a bona fide gift of 19,305 shares of the Issuer's common stock to Crossroads Community Church, Inc. ("Crossroads Community Church"). ( 3 )Cross America, Upper Deer Creek Church and Crossroads Community Church are all tax-exempt religious organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Reporting Person and MB Holding Company (as defined in Note 4 below) did not receive any proceeds or other compensation in connection with the gifts. The Reporting Person and MB Holding Company made the gifts as part of their biblical belief to follow Leviticus 27:30 as a 10% tithe of their aggregate holdings of the Issuer's common stock and their biblical belief to follow Malachi 3:10 as a 5% offering of their aggregate holdings of the Issuer's common stock. ( 4 )Shares held by MB Holding Company, Inc. which is co-owned by Mr. Merrell and over which Mr. Merrell shares investment control ("MB Holding Company").

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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