Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Pryzbyla Steven P.
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2. Issuer Name and Ticker or Trading Symbol
Ispire Technology Inc. [ISPR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CLO and Secretary /
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(Last)
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(First)
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(Middle)
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C/O ISPIRE TECHNOLOGY INC. , 19700 MAGELLAN DRIVE
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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LOS ANGELES
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CA
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90502
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Pryzbyla Steven P.
C/O ISPIRE TECHNOLOGY INC.
19700 MAGELLAN DRIVE
LOS ANGELES, CA90502
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CLO and Secretary
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Signatures
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/s/ Steven Pryzbyla
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2024-10-03
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Comprised of restricted stock units ("RSU"), each of which represents the right to receive one share of Common Stock upon vesting.
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(2)
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The 423,410 RSUs acquired by the Reporting Person vest, subject to the Reporting Person's continued service with Ispire Technology Inc. as follows: 86,705 RSUs vest on November 18, 2024, 86,705 RSUs will vest annually in three equal tranches beginning on November 18, 2025, and 250,000 RSUs will vest annually in two equal tranches beginning on November 18, 2025.
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(3)
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Comprised of 423,410 RSUs, none of which are currently vested. The unvested RSUs will vest as follows: 86,705 RSUs vesting on November 18, 2024, 153,901 RSUs vesting on November 18, 2025, 153,902 RSUs vesting on November 18, 2026, and 28,902 RSUs vesting on November 18, 2027.
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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.
