SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Stanton Sarah (Last) (First) (Middle) C/O TRINITY CAPITAL INC. 1 N. 1ST STREET, SUITE 302 (Street) PHOENIX AZ 85004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Trinity Capital Inc. [ TRIN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) GC, CCO, and Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 09/13/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) 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. 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	09/13/2024		F(1)		1,162	D	$13.98	102,869(2)	D

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 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: 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

Explanation of Responses:

1. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on September 13, 2024. Transaction exempt from Section 16(b) pursuant to Rule 16b-3

2. Includes (1) 45,946 shares issued under the 2019 Trinity Capital Inc. Long Term Incentive Plan (the "LTIP") on March 15, 2024, which shares vest 25% on March 15, 2025, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters immediately following March 15, 2025; (2) 33,774 shares issued under the LTIP on March 15, 2023, which shares vested 25% on March 15, 2024, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters immediately following March 15, 2024; (3) 17,341 shares issued under the LTIP on March 15, 2022, which shares vested 25% on March 15, 2023, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters following March 15, 2023; and (4) 13,652 shares issued under the LTIP on September 15, 2021, which shares began vesting quarterly pro rata over the twelve full calendar quarters immediately following September 15, 2021.

	/s/ Sarah Stanton	09/18/2024
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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