0001214659-23-008908 4 1 20230626 20230628 20230628 Katzoff David J 0001864317 4 34 000-52140 231052067 201 SHIPYARD WAY NEWPORT BEACH CA 92663 IMPERALIS HOLDING CORP. 0001349706 3620 205648820 NV 1231 1421 MCCARTHY BLVD. MILPITAS CA 95035 (510) 657-2635 1421 MCCARTHY BLVD. MILPITAS CA 95035 COLOURED (US) INC. 20060112 4 1 marketforms-61990.xml PRIMARY DOCUMENT FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Katzoff David J IMPERALIS HOLDING CORP. [ Issuer (Check all IMHC ] applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other 1421 MCCARTHY BLVD. Transaction (MM/DD/YYYY) (specify below) 6/26/2023 CFO, Secretary, Treasurer (Street) 4. If Amendment, Date 6. Individual or MILPITAS, CA 95035 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Rule 10b5-1(c) Transaction Indication ? 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. Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. Code 4. Securities 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) Acquired (A) or Securities Form: Direct Indirect Execution Disposed of (D) Beneficially (D) or Indirect Beneficial Date, if (Instr. 3, 4 and 5) Owned Following (I) (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and or 4) Code V Amount (D) Price Common Stock 6/26/2023 J (1) 13320 A (1) 13320 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed (Instr. 8) Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Execution Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Warrants $0.10 6/26/2023 J (2) 13320 6/26/2023 6/26/2028 Common 13320 (2) 13320 D Stock Explanation of Responses: (1) The transaction is the receipt of 13,320 shares of common stock by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders. (2) The transaction is the receipt of 13,320 warrants by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Katzoff David J 1421 MCCARTHY BLVD. CFO, Secretary, Treasurer MILPITAS, CA 95035 Signatures /s/ David J. Katzoff 6/28/2023 ** 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). 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 control number.