Rafael Holdings Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 12:23

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
JONAS HOWARD S
2. Issuer Name and Ticker or Trading Symbol
Rafael Holdings, Inc. [RFL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Chairman, CEO & President
(Last) (First) (Middle)
C/O RAFAEL HOLDINGS, INC., 520 BROAD ST
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025
(Street)
NEWARK, NJ 07102
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 B Common Stock, $.01 par value per share 06/13/2025 A 118,596(1) A $2.108 277,612(2) D
Class B Common Stock, $.01 par value per share 98,820 I By The Jonas Foundation
Class B Common Stock, $.01 par value per share 563,538 I By Debbie Y. Jonas 2018 Dynasty Trust
Class B Common Stock, $.01 par value per share 12,299,207 I By HSJ 2019 Remainder Trust
Class B Common Stock, $.01 par value per share 457,031 I By Genie A Partners, L.P.
Class B Common Stock, $.01 par value per share 324,219 I IDT A Partners, L.P.
Class A Common Stock, $.01 par value per share 787,163 I By Rafael A Partners, L.P.(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
JONAS HOWARD S
C/O RAFAEL HOLDINGS, INC.
520 BROAD ST
NEWARK, NJ 07102
X X Exec Chairman, CEO & President

Signatures

Joyce J. Mason, by Power of Attorney 06/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Grant of restricted shares of Class B Common Stock, 29,649 shares of which shall vest on each of September 13, 2025, December 13, 2025, March 13, 2026, and June 13, 2026.
(2) Consists of 159,016 vested restricted shares of Class B Common Stock and 118,596 unvested restricted shares of Class B Common Stock that shall vest as follows: 29,649 shares shall vest on each of September 13, 2025, December 13, 2025, March 13, 2026, and June 13, 2026.
(3) The Reporting Person is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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