[SCHEDULE 13G] Thumzup Media Corporation SEC Filing

Rhea-AI Filing Summary

VirnetX Holding Corp. (VHC) filed a Form 4 reporting an automatic, non-discretionary insider transaction by Chief Scientist Robert D. Short III on 07/07/2025. The company withheld 50 common shares (Transaction Code F) at a price of $12.34 to satisfy payroll and income-tax obligations linked to previously granted restricted stock awards. The explanatory note confirms the transaction is strictly for tax settlement and does not involve an open-market sale.

Post-transaction ownership stands at 31,848 direct shares and 11,278 indirect shares held through The Short Revocable Living Trust, leaving Short’s overall economic exposure essentially unchanged. No derivative securities were exercised, acquired, or disposed of, and no other insider activity was disclosed. Given the immaterial size (≈0.1 % of Short’s total holdings) and its administrative nature, the filing carries limited investment significance and signals no shift in insider sentiment toward VirnetX.

Insights

Securities Analyst

TL;DR: Only 50 shares withheld for taxes; negligible impact and neutral signal.

The Code F designation reveals an automatic share surrender to cover tax obligations on vested stock, a routine event that does not reflect a discretionary buy or sell decision. Post-withholding, the insider still controls roughly 43 k shares, indicating sustained alignment with shareholders. Because the transaction involves less than 1 % of his position and no derivatives, liquidity or valuation impact is essentially nil. From a governance and sentiment perspective, the filing is neutral; it neither strengthens nor weakens the investment case for VHC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Thumzup Media Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88604J103

(CUSIP Number)

07/07/2025

(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)

SCHEDULE 13G

CUSIP No. 88604J103

1

Names of Reporting Persons

American Ventures LLC, Series V TZUP I

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,236,667.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,236,667.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,236,667.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.78 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percent of class represented by the amount in Row 9 is based on 9,677,720 shares of the Issuer's common stock issued and outstanding as of July 7, 2025, as reported in the Issuer's Form S-3 filed with the SEC on July 9, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Thumzup Media Corporation
(b)	Address of issuer's principal executive offices: 10557-B Jefferson Blvd., Culver City, CA 90232
Item 2.
(a)	Name of person filing: American Ventures LLC, Series V TZUP I
(b)	Address or principal business office or, if none, residence: 110 Front Street, Suite 300, Jupiter, Florida 33477
(c)	Citizenship: Delaware, United States of America
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 88604J103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,236,667shares of common stock.
(b)	Percent of class: 12.78% based on 9,677,720 shares of the Issuer's common stock issued and outstanding as of July 7, 2025, as reported in the Issuer's Form S-3 filed with the SEC on July 9, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,236,667
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,236,667
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 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.

Certifications:

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 of 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.

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.

American Ventures LLC, Series V TZUP I

Signature:	/s/ Eric Newman
Name/Title:	Eric Newman, Manager of American Ventures Management LLC, Manager of American Ventures LLC, Series V TZUP I
Date:	07/11/2025

FAQ

What did VirnetX (VHC) disclose in the latest Form 4?

The company reported that Chief Scientist Robert D. Short III had 50 shares withheld on 07/07/2025 to cover tax obligations.

Was the 50-share transaction an open-market sale of VHC stock?

No. The shares were automatically withheld by VirnetX for taxes (Transaction Code F), not sold on the open market.

How many VirnetX shares does Robert D. Short III hold after the transaction?

He owns 31,848 shares directly and 11,278 shares indirectly via The Short Revocable Living Trust.

Did the filing report any derivative securities activity?

No derivative securities were acquired, exercised, or disposed of in this Form 4.

What is the investment significance of this Form 4 for VHC shareholders?

The filing is largely administrative; the small tax-withholding action does not indicate a change in insider sentiment or company outlook.