SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MEHRING PETER A

(Last)

(First)

(Middle)

303 PEARL PARKWAY SUITE 200

(Street)

SAN ANTONIO

78215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ecoark Holdings, Inc. [ ZEST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	08/05/2021		A		272,252	A	⁽³⁾	291,503	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$13	08/05/2021		D		672,499		⁽⁴⁾	10/13/2027	Common Stock	672,499	⁽³⁾	672,499	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the Reporting Person in exchange for cancellation of 672,499 stock options. The RSUs were granted under the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan (the "2017 Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant was approved by the Compensation Committee as required by Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and was therefore exempt from Section 16(b) of the Exchange Act. The RSUs will vest in 12 equal quarterly increments with the first vesting date being November 4, 2021, and all RSUs will immediately vest upon (i) the Reporting Person ceasing to be an employee, advisor, director or consultant for the Issuer, or (ii) upon a "change of control" of the Issuer or its wholly-owned subsidiary, Zest Labs, Inc., as defined under the 2017 Plan.

2. Additionally, the Issuer agreed to grant the Reporting Person 63,998 RSUs upon the approval by the shareholders of the Issuer of an increase in the number of shares of common stock authorized for issuance under the 2017 Plan.

3. On August 5, 2021, the Issuer canceled 672,499 stock options granted to the Reporting Person on October 13, 2017. In exchange for the cancelled options, the Reporting Person received 272,252 RSUs. The cancellation was approved by the Compensation Committee as required by Rule 16b-3 under the Exchange Act and was therefore exempt from Section 16(b) of the Exchange Act.

4. Of the cancelled stock options (i) 403,500 stock options provided for vesting in four equal annual increments with the first such increment vesting on October 13, 2018, and (ii) 50,000 options were immediately vested as of the grant date.

	/s/ Peter A Mehring	08/09/2021
	** 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).
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SEC Form 4: MEHRING PETER A was granted 272,252 units of Common Stock, increasing direct ownership by 1,414% to 291,503 units