Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

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 * Dietrich Isaac 2. Date of Event Requiring Statement (Month/Day/Year) 2024-10-28 3. Issuer Name and Ticker or Trading Symbol THUMZUP MEDIA Corp [TZUP] (Last) (First) (Middle) 11854 W. OLYMPIC BLVD, STE 1100W #13 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Chief Financial Officer / 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) LOS ANGELES CA 90064 6. Individual or Join/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Dietrich Isaac 11854 W. OLYMPIC BLVD, STE 1100W #13 LOS ANGELES, CA90064	X		Chief Financial Officer

Signatures

/s/ Isaac Dietrich	2024-11-04
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(1)	As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), Series A Preferred Convertible Voting Stock is exercisable upon issuance, and has no expiration date.
(2)	Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.
(3)	Mr. Dietrich's Employee Stock Options will vest on a vesting schedule with 25% of the options vesting on January 1, 2025 and the remaining 75% vesting in 48 equal monthly installments of 2,379 option shares commencing January 1, 2025.

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