Sec Form 4 Filing - Chen John Shu-Nan @ FGI Industries Ltd. - 2023-03-23

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chen John Shu-Nan 2. Issuer Name and Ticker or Trading Symbol FGI Industries Ltd. [ FGI] 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) 906 MURRAY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2023 (Street) EAST HANOVER, NJ07869 4. If Amendment, Date Original Filed (MM/DD/YY) 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 2.26 03/23/2023 A 48,449 ( 1 ) 05/11/2032 Ordinary Shares 48,449 $ 0 48,449 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chen John Shu-Nan 906 MURRAY ROAD EAST HANOVER, NJ07869 X EXECUTIVE CHAIRMAN Signatures /s/ John S. Chen 03/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 11, 2022, the reporting person was granted an option to purchase 56,075 ordinary shares. The option was subject to the registrant's satisfaction of certain performance criteria for the fiscal year ending December 31, 2022. The performance criteria were partially met, resulting in vesting of option of up to 48,449 shares. The option will vest as to one-third of the 48,449 shares on March 31, 2023, then in 36 equal monthly installments upon completion of each additional month of service.

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).

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