4: Statement of changes in beneficial ownership of securities
Published on
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Standard Nuclear, Inc. [ STDN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 07/17/2026 | A | 2,734,687(1) | A | $0 | 2,734,687 | D | |||
| Class A common stock | 5,754,000 | I | Held by Standard Nuclear Trust(2) | |||||||
| Class A common stock | 07/17/2026 | C | 50,000(3) | A | $0 | 5,804,000 | I | Held by Standard Nuclear Trust(2) | ||
| Class A common stock | 07/17/2026 | C | 20,308(3) | A | $0 | 5,824,308 | I | Held by Standard Nuclear Trust(2) | ||
| Class A common stock | 07/17/2026 | J | 5,824,308(4) | D | $0 | 0 | I | Held by Standard Nuclear Trust(2) | ||
| 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 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock(5) | (5) | (5) | (5) | Class A common stock | 5,754,000 | 5,754,000 | D | ||||||||
| Class B Common Stock(5) | (4) | 07/17/2026 | (4) | J | 5,824,308 | (4) | (4) | Class A common stock | 5,824,308 | (4) | 5,824,308 | I | Held by Standard Nuclear Trust(2) | ||
| Explanation of Responses: |
| 1. Represents shares of Class A Common Stock underlying an award of restricted stock units ("RSUs"). The RSUs will vest over three years in quarterly installments of 1/12th, subject to the Reporting Person's continued service through each vesting date. Each share of Class A Common Stock received upon the settlement of the RSU may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock. |
| 2. Andrew Price is the trustee of the trust and may be replaced at the discretion of the Reporting Person. Pursuant to a voting agreement entered into with the trust, the Reporting Person has sole voting and dispositive control over such securities. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust. |
| 3. In connection with the completion of the Issuer's initial public offering of its Class A Common Stock (the "IPO"), each share of Series Seed Preferred, Series Seed-1 Preferred, Series A Preferred, and Series A-2 Preferred was automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. |
| 4. Pursuant to an Exchange Agreement entered into between the Issuer and the trust, all 5,824,308 shares of Class A Common Stock held by the trust after giving effect to the Preferred Conversion were exchanged for an equivalent number of newly issued shares of Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's Sixth Amended and Restated Certificate of Incorporation which was filed in connection with the completion of the IPO. |
| 5. Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Sixth Amended and Restated Certificate of Incorporation. |
| Remarks: |
| The Reporting Person serves as Executive Chairman and Director, Chairman of the Board. |
| /s/ Shahram Ghasemian, by power of attorney | 07/17/2026 | |
| ** Signature of Reporting Person | Date |
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 Number.