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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

POLINSKY DOUGLAS MICHAEL
2. Issuer Name and Ticker or Trading Symbol

Mill City Ventures III, Ltd [ MCVT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

130 LAKE ST. WEST
3. Date of Earliest Transaction (MM/DD/YYYY)

9/20/2022
(Street)

WAYZATA, MN 55391
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         30850 I By Great North Capital Corp. (1)
Common Stock         128915 I By Lantern Advisers LLC (2)
Common Stock         256979 (3)D  
Common Stock 9/20/2022  A  11210 A$2.23 (4)268189 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) A Minnesota corporation of which the reporting person is the Chief Executive Officer.
(2) A Minnesota limited liability company of which the reporting person is a member and manager. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
(3) Of the reported amount, 10,000 common shares are held subject to forfeiture pursuant to a restricted stock agreement with the issuer under which all such shares are to vest, and forfeiture restrictions lapse, on January 24, 2023.
(4) Shares were acquired by the reporting person pursuant to a stock award made by the issuer, upon approval of the full Board of Directors and election of the reporting person, in lieu of cash compensation aggregating $25,000 for the fiscal quarter ended September 30, 2022. The reported price is the closing market price of the common stock on the date of the stock award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
POLINSKY DOUGLAS MICHAEL
130 LAKE ST. WEST
WAYZATA, MN 55391
X
Chief Executive Officer

Signatures
/s/ Douglas M. Polinsky9/22/2022
**Signature of Reporting PersonDate


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.
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.
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