SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Mayfield Jeffrey M

(Last)

(First)

(Middle)

C/O LATCH, INC.

1220 N PRICE RD, SUITE 2

(Street)

OLIVETTE

63132

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2025

3. Issuer Name and Ticker or Trading Symbol
Latch, Inc. [ LTCH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Stock Option⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	375,000	$0.48	D

Explanation of Responses:

1. The reporting person owns no common stock. However, pursuant to his amended and restated employment agreement, he is entitled to receive 130,000 restricted stock units ("RSUs") following the effectiveness of the Issuer's Registration Statement on Form S-8. Such RSUs will vest over a three year period commencing on the reporting person's September 5, 2023 start date.

2. The Performance Stock Option was granted on September 13, 2024.

3. The Performance Stock Option will conditionally vest in three equal tranches in the event the volume weighted average price of the Issuer's common stock for a period of 60 days equals or exceeds each of $4.00, $5.00 and $6.00 per share, respectively, subject to additional time-based vesting requirements. If the foregoing price thresholds are met, 25% of the shares in the tranche will vest immediately, and the remaining 75% of the shares in the tranche will vest in three equal annual installments thereafter. In addition, to the extent vested, (i) the first tranche will become exercisable in four equal installments on the second, third, fourth and fifth anniversaries of the grant date, (ii) the second tranche will become exercisable in four equal installments on the third, fourth, fifth and sixth anniversaries of the grant date, and (iii) the third tranche will become exercisable in four equal installments on the fourth, fifth, sixth and seventh anniversaries of the grant date.

Remarks:

	/s/ Priyen Patel, Attorney-in-fact	02/12/2025
	** 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 5 (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.

New insider Mayfield Jeffrey M claimed no ownership of stock in the company (SEC Form 3)