Lindsay A Gardner Form 3 IZEA / LINDSAY A GARDNER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

GARDNER LINDSAY A

(Last) (First) (Middle)

480 NORTH ORLANDO AVENUE

SUITE 200

(Street)

WINTER PARK FL 32789

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2016

3. Issuer Name and Ticker or Trading Symbol
IZEA, Inc. [ IZEA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	64,626	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	(1)	06/19/2018	Common Stock	2,500	5.8	D
Option (Right to Buy)	(2)	12/10/2018	Common Stock	2,500	5.8	D
Option (Right to Buy)	(3)	04/08/2025	Common Stock	1,154	7.7	D

Explanation of Responses:

1. These options to purchase shares were issued under the Issuer's May 2011 Equity Icentive Plan (the "May Plan") and vest in 48 equal installments monthly over the 48 months following the grant date, June 19, 2013. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

2. These options to purchase shares were issued under the Issuer's August 2011 B Equity Plan and vested in 12 equal installments monthly over the 12 months following the grant date, December 10, 2013. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

3. These options to purchase shares were issued under the May Plan and vest in 48 equal installments monthly over the 48 months following the grant date, April 8, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

	By: /s/ LeAnn Hitchcock as attorney-in-fact for Lindsay A. Gardner	03/02/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.