Elauwit Connection Inc.

11/14/2025 | Press release | Distributed by Public on 11/14/2025 15:42

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RUBENS BARRY R
2. Issuer Name and Ticker or Trading Symbol
Elauwit Connection, Inc. [ELWT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ELAUWIT CONNECTION, INC., 1700 ALTA VISTA DRIVE, SUITE 130
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025
(Street)
COLUMBIA, SC 29223
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/14/2025 D 123,456(1)(2) D $8.10 673,396 I By Steele Creek Partners LLC(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (right to sell) $8.10 11/06/2025 A 123,456(1)(2) 11/06/2025 11/21/2025 Common Stock 123,456 $ 0 123,456 I By Steele Creek Partners LLC(3)
Put Option (right to sell) $8.10 11/13/2025 X 123,456(1)(2) 11/06/2025 11/21/2025 Common Stock 123,456 $ 0 0 I By Steele Creek Partners LLC(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RUBENS BARRY R
C/O ELAUWIT CONNECTION, INC.
1700 ALTA VISTA DRIVE, SUITE 130
COLUMBIA, SC 29223
X X Chief Executive Officer
Steele Creek Partners LLC
C/O BARRY RUBENS
1700 ALTA VISTA DRIVE, SUITE 130
COLUMBIA, SC 29223
X

Signatures

/s/ Sean Arnette, Attorney-in-Fact for Barry R. Rubens 11/14/2025
**Signature of Reporting Person Date
/s/ Sean Arnette, Attorney-in-Fact for Barry R. Rubens as Managing Member of Steele Creek Partners LLC 11/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Steele Creek Partners LLC and the issuer entered into a put-call agreement on August 20, 2024, as amended on August 11, 2025 (the "Agreement"), which was approved by the issuer's board of directors, whereby the issuer granted Steele Creek Partners LLC a put option to sell to the issuer up to $1,000,000 of the value of the issuer's common stock at a discount of 10% of the issuer's initial public offering ("IPO") issue price, as described further in the final prospectus used in the issuer's IPO which was filed with the Securities and Exchange Commission on November 4, 2025. The IPO closed on November 6, 2025, resulting in the acquisition of the put option for 123,456 shares.
(2) (Continued from footnote 1) On November 13, 2025, Steele Creek Partners LLC exercised its put option and is reporting the subsequent disposition of 123,456 shares to the issuer in accordance with Rule 16b-3(e). Other than these shares which were disposed to the issuer by operation of law, the reporting persons' shares remain subject to their lock-up agreement with the underwriter of the IPO.
(3) Mr. Rubens is the managing member of Steele Creek Partners LLC.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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