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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lesser David H
2. Issuer Name and Ticker or Trading Symbol

Power REIT [ PW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, Secretary, Treasurer
(Last)          (First)          (Middle)

301 WINDING ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

10/8/2021
(Street)

OLD BETHPAGE, NY 11804
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock         428217 D  
Common Stock         68679 I 13310 LMR2A, LLC (1)
Common Stock         132074 I PW RO Holdings LLC (2)
Common Stock 10/8/2021  J(3)  136344 (3)D$0 18656 I PW RO Holdings 2 LLC (4)
Common Stock         123020 I PW RO Holdings 3 LLC (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Co-Managing Member of 13310 LMR2A LLC but disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
(2) Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO Holdings LLC. but disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
(3) Distribution of shares to the equity holders of PW RO Holdings 2 LLC.
(4) Hudson Bay Partners, LP, which is owned 100% by David H. Lesser acts as the Managing Member of PW RO Holdings 2 LLC but disclaims beneficial ownership of all shares except to the extent of any pecuniary interest therein.
(5) Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO Holdings 3 LLC but disclaims beneficial ownership of all shares except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lesser David H
301 WINDING ROAD
OLD BETHPAGE, NY 11804
X
CEO, Secretary, Treasurer

Signatures
/s/ David H. Lesser10/8/2021
**Signature of Reporting PersonDate

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