Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 2)*


Safe & Green Holdings Corp.

(Name of Issuer)


Common Stock

(Title of Class of Securities)



(CUSIP Number)


February 8, 2023

(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in 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).





CUSIP No. 78418A505




Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons

E. Bryan Bagley




Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☐



SEC Use Only



Citizenship of Place of Organization

United States


Number of
Owned by
Each Reporting
Person With



Sole Voting Power

222,466 (1)




Shared Voting Power

355,000 (1)




Sole Dispositive Power

222,466 (1)




Shared Dispositive Power

355,000 (1)




Aggregate Amount Beneficially Owned by Each Reporting Person





Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)



Percentage of Class Represented by Amount in Row 9





Type of Reporting Person (See Instructions)




(1) The amounts indicated include 355,000 held in a trust in which Mr. Bagley acts as a co-trustee and 222,466 shares held in Mr. Bagley’s IRA.





CUSIP No. 78418A505


Item 1(a).


(a)Name of Issuer: Safe & Green Holdings Corp.
(b)Address of Issuer’s Principal Executive Office: 195 Montague Street, 14th Floor, Brooklyn, NY 11201


Item 2.


(a)Name of Person Filing: E. Bryan Bagley
(b)Address of Principal Business Office or, if none, Residence: 1470 Arlington Drive, Salt Lake City, Utah 84103.
(c)Citizenship: United States
(d)Title of Class of Securities: Common Stock
(e)CUSIP Number: 78418A505


Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13(d)-2(b) or (c), check whether the person filing is a:


Not applicable.


Item 4.Ownership


(a)Amount Beneficially Owned:


(b)Percent of Class:


(c)Number of shares as to which such person has:


(i)sole power to vote or direct the vote: 222,466


(ii)shared power to vote or to direct the vote: 355,000


(iii)sole power to dispose or to direct the disposition of: 222,466


(iv)shared power to dispose or to direct the disposition of: 355,000


Item 5. Ownership of Five Percent or Less of a Class


This statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities.


Item 6. Ownership of More Than Five Percent on Behalf of Another Person


Not applicable


Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person


Not applicable





Item 8. Identification and Classification of Members of the Group


Not applicable


Item 9. Notice of Dissolution of Group


Not applicable


Item 10. Certification


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control or the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.




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: February 9, 2023  
  /s/ E. Bryan Bagley  
  E. Bryan Bagley