STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rogers William Jeffrey

(Last)

(First)

(Middle)

C/O SAFE & GREEN HOLDINGS CORP.,

990 BISCAYNE BLVD., #501, OFFICE 12

(Street)

MIAMI

33132

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAFE & GREEN HOLDINGS CORP. [ SGBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2022		J⁽¹⁾		4,000	D	$1.3421	233,500	D
Common Stock	11/25/2022		J⁽¹⁾		1,100	D	$1.3166	232,400	D
Common Stock	11/28/2022		J⁽¹⁾		3,225⁽¹⁾	D	$1.3058	229,175	D
Common Stock	11/29/2022		J⁽¹⁾		566⁽¹⁾	D	$1.2659	228,609	D
Common Stock	11/30/2022		J⁽¹⁾		2,051⁽¹⁾	D	$1.2609	226,558	D
Common Stock	12/01/2022		J⁽¹⁾		6,100⁽¹⁾	D	$1.234	220,458	D
Common Stock	12/02/2022		J⁽¹⁾		3,431⁽¹⁾	D	$1.2853	217,027	D
Common Stock	12/05/2022		J⁽¹⁾		700⁽¹⁾	D	$1.2563	216,327	D
Common Stock	12/06/2022		J⁽¹⁾		983⁽¹⁾	D	$1.2703	215,344	D
Common Stock	12/07/2022		J⁽¹⁾		3,502⁽¹⁾	D	$1.24	211,842	D
Common Stock	12/08/2022		J⁽¹⁾		4,400⁽¹⁾	D	$1.2488	207,442	D
Common Stock	12/09/2022		J⁽¹⁾		2,000⁽¹⁾	D	$1.238	205,442	D
Common Stock	12/12/2022		J⁽¹⁾		4,700⁽¹⁾	D	$1.239	200,742	D
Common Stock	12/13/2022		J⁽¹⁾		2,389⁽¹⁾	D	$1.3052	198,353	D
Common Stock	12/14/2022		J⁽¹⁾		1,402⁽¹⁾	D	$1.2516	196,951	D
Common Stock	12/15/2022		J⁽¹⁾		1,488⁽¹⁾	D	$1.2087	195,463	D
Common Stock	12/16/2022		J⁽¹⁾		2,358⁽¹⁾	D	$1.21	193,105	D
Common Stock	12/19/2022		J⁽¹⁾		4,000⁽¹⁾	D	$1.1955	189,105	D
Common Stock	12/20/2022		J⁽¹⁾		2,359⁽¹⁾	D	$1.1901	186,746	D
Common Stock	12/21/2022		J⁽¹⁾		1,717⁽¹⁾	D	$1.223	185,029	D
Common Stock	12/22/2022		J⁽¹⁾		3⁽¹⁾	D	$1.2013	185,026	D
Common Stock	02/09/2023		J⁽¹⁾		2,899⁽¹⁾	D	$1.2924	182,127	D
Common Stock	02/10/2023		J⁽¹⁾		359⁽¹⁾	D	$1.2903	181,768	D
Common Stock	02/13/2023		J⁽¹⁾		1⁽¹⁾	D	$1.25	181,767	D

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents sales of common stock effected under the sole direction of American Stock Transfer & Trust Company, the issuer's transfer agent, to cover the Reporting Person's tax obligations.

	/s/ William Jeffrey Rogers	05/10/2023
	** 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).
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