UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Safe & Green Holdings Corp.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

78418A505

(CUSIP Number)

John William Shaw

1005 E. Las Tunas Dr., #116

San Gabriel, CA 91776

626-616-1889

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 28, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares Common Stock, par value $0.01 per share (the “Common Stock”), of Safe & Green Holdings Corp., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 5011 Gate Parkway, Building 100, Suite 100, Jacksonville, FL 32256.

Item 2. Identity and Background.

This Schedule 13D is filed by John William Shaw (the “Reporting Person”).

The Reporting Person’s address is 1005 E. Las Tunas Drive, #116, San Gabriel, CA 91776.

The Reporting Person is the Chief Executive Officer of Shaw Property Development Corporation, a California corporation, located at 1005 E. Las Tunas Drive, #116, San Gabriel, CA 91776.

During the last five years, the Reporting Person has not (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Funds for the purchase of the shares of Common Stock reported herein were derived from the personal funds of John William Shaw. A total of $5,102,000 was paid to acquire the shares of Common Stock reported herein.

Item 4. Purpose of Transaction.

The Reporting Person purchased Common Stock of the Issuer based on the Reporting Person’s belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor to increase or decrease his position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.

The Reporting Person does not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Person may, at any time, review or reconsider his position with respect to the Issuer and reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer.

(a) and (b) The information contained on the cover pages to this Schedule and set forth in Item 4 hereof is incorporated herein by reference.

(c) Since January 26, 2023, the Reporting Person purchased or sold shares as set forth in the table below:

Since January 26, 2023, the Reporting Person purchased option contracts to purchase or sell shares as set forth in the table below:

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Person has rights to purchase or sell shares pursuant to the contracts listed in the table below:

Item 7. Material to be Filed as Exhibits.

See Item 6 for a description of all Option Contracts.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2023

8