Form 4: Alpha Modus CEO's Trust Sells Common Stock
Statement of Changes in Beneficial Ownership
William Alessi Jr.'s family trust disposed of 3.87 million shares of Alpha Modus Class A Common Stock for nominal consideration while acquiring Series C Preferred Stock.
Summary
- William Rosario Alessi Jr., who serves as Chief Executive Officer, Director, and a 10% Owner of Alpha Modus Holdings, Inc. (AMOD), reported changes in his beneficial ownership.
- The Alessi 2023 Irrevocable Trust, a family trust associated with Mr. Alessi, disposed of 3,870,000 shares of Class A Common Stock.
- These Class A Common Stock shares were sold to Chris Chumas, the Chief Sales Officer of Alpha Modus, and his Roth IRA for nominal consideration (par value).
- Concurrently, the same trust acquired 430,000 shares of Series C Preferred Stock.
- The Series C Preferred Stock is not convertible until 18 months following December 18, 2024, or upon the occurrence of a 'Trigger Event,' with specific conversion price terms detailed in the filing.
Sentiment
Score: 5
Explanation: The filing reports an internal transfer of shares by the CEO's trust, involving both a disposition of common stock for nominal consideration and an acquisition of preferred stock. While the sale for nominal consideration could be viewed negatively, the acquisition of preferred stock by the trust balances the sentiment to neutral, as it's an internal restructuring rather than an open market sale.
Positives
- The acquisition of 430,000 shares of Series C Preferred Stock by The Alessi 2023 Irrevocable Trust indicates continued insider interest in the company's future, albeit in a non-immediately convertible form.
Negatives
- The disposition of 3,870,000 shares of Class A Common Stock by The Alessi 2023 Irrevocable Trust for nominal consideration (par value) could be perceived negatively by the market, as it suggests a transfer at a price significantly below market value.
Future Outlook
NA
Industry Context
NA
Related Party Transactions
- The Alessi 2023 Irrevocable Trust, associated with CEO William Alessi Jr., sold 3,870,000 shares of Class A Common Stock to Chris Chumas, the Chief Sales Officer of Alpha Modus, and his Roth IRA for nominal consideration (par value).
Stakeholder Impact
- Shareholders may question the sale of a significant number of common shares for nominal consideration, potentially raising concerns about valuation or the nature of the transaction, even if it's an internal transfer.
- The Chief Sales Officer, Chris Chumas, benefited from acquiring shares at nominal consideration.
Key Dates
| Date | Description |
|---|---|
| 12/18/2024 | Reference date for the start of the 18-month period before Series C Preferred Stock becomes convertible. |
| 10/30/2025 | Date of reported transaction for both Series C Preferred Stock acquisition and Class A Common Stock disposition. |
| 10/31/2025 | Signature date of the reporting person. |
Keywords
Alpha Modus Holdings, AMOD, William Alessi Jr., Insider Trading, Form 4, Beneficial Ownership, CEO, Stock Sale, Preferred Stock, Related Party Transaction
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