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

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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(Print or Type Responses)
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 (Month/Day/Year)
07/15/2022
(Street)

OLD BETHPAGE,, NY 11804		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/15/2022   A   20,000 (1) A $ 0 490,557 D  
Common Stock               68,679 I 13310 LMR2A, LLC (2)
Common Stock               15,458 I PW RO Holdings LLC (3)
Common Stock               18,656 I PW RO Holdings 2 LLC (4)
Common Stock               14,410 I PW RO Holdings 3 LLC (5)

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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 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
Stock Option (right to purchase) $ 13.44 07/15/2022   A   150,000 (6)   08/01/2022 07/15/2032 Common Stock 150,000 $ 0 150,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lesser David H
301 WINDING ROAD
OLD BETHPAGE,, NY 11804		   X     CEO, Secretary, Treasurer  

Signatures

 /s/ David H. Lesser   07/19/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On July 15, 2022, Mr. Lesser was granted an option to purchase 20,000 shares of restricted common stock as compensation pursuant to the Power REIT 2020 Equity Incentive Plan which vests monthly over 36 months.
(2) 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.
(3) Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO Holdings LLC and owns a 50% interest.
(4) Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO 2 Holdings LLC and owns a 50% interest.
(5) Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO 3 Holdings LLC and owns a 50% interest.
(6) On July 15, 2022 Mr. Lesser was granted an option to purchase 150,000 shares of common stock as compensation pursuant to Power REIT 2020 Equity Incentive Plan which vests monthly pro rata over 36 months starting on August 1, 2022.

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