FORM 4
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. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 Person *

AULT MILTON C III
2. Issuer Name and Ticker or Trading Symbol

Ault Alliance, Inc. [ AULT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2023
(Street)

LAS VEGAS, NV 89141
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series C Convertible Preferred Stock  (1)12/14/2023  P   41,500    12/14/2023  (2)Common Stock  (3)(4)$1,000 41,500 I By Ault & Company, Inc. (5)
Series C Warrants $3.3825 12/14/2023  P   12,269,032    5/14/2024 12/13/2028 Common Stock 12,269,032 (4)$0 12,269,032 I By Ault & Company, Inc. (5)
Series C Convertible Preferred Stock  (1)3/7/2024  P   500    3/7/2024  (2)Common Stock  (3)(4)$1,000 42,000 I By Ault & Company, Inc. (5)
Series C Warrants $3.3825 3/7/2024  P   147,820    9/7/2024 3/6/2029 Common Stock 147,820 (4)$0 12,416,852 I By Ault & Company, Inc. (5)
Series C Convertible Preferred Stock  (1)3/8/2024  P   500    3/8/2024  (2)Common Stock  (3)(4)$1,000 42,500 I By Ault & Company, Inc. (5)
Series C Warrants $3.3825 3/8/2024  P   147,820    9/8/2024 3/7/2029 Common Stock 147,820 (4)$0 12,564,672 I By Ault & Company, Inc. (5)

Explanation of Responses:
(1) Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $5.245 or (B) 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the date of conversion (the "Conversion Price"). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.
(2) The Series C Convertible Preferred Stock has no expiration date.
(3) As of March 11, 2024, the Conversion Price is approximately $0.61 a share, so each share of Series C Convertible Preferred Stock is convertible into approximately 1,639 shares of Common Stock.
(4) The Issuer is restricted from issuing shares of Common Stock upon conversion of the Series C Convertible Preferred Stock and /or exercise of the Series C Warrants to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding 452,214, which represents 19.99% of the total shares of Common Stock issued and outstanding as of November 6, 2023, the execution date of the purchase agreement pursuant to which the shares of Series C Convertible Preferred Stock and Series C Warrants are issued, in accordance with the rules and regulations of the NYSE American unless the Issuer first obtains stockholder approval, which has not yet been obtained.
(5) Milton C. Ault, III, is the Chief Executive Officer of Ault & Company, Inc. ("Ault & Co.") and is deemed to beneficially own the shares held by Ault & Co.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
AULT MILTON C III
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS, NV 89141
X
Executive Chairman

Signatures
/s/ Milton C. Ault, III3/11/2024
**Signature of Reporting PersonDate


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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