| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Ipsidy Inc. [ AUID ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/21/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $.0001 par value | 03/21/2022 | A | 155(1) | A | $3.22 | 82,239 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Senior Secured Convertible Note | $3.7 | 03/21/2022 | A | $50,000 | 03/21/2022 | 03/21/2025 | Common Stock, $0.0001 par value per share | 13,514 | $50,000 | 13,514 | D | ||||
| Stock Options(3) | $7.2 | 05/05/2021 | 05/05/2031 | Common Stock, $0.0001 par value per share | 100,000 | 100,000 | D | ||||||||
| Stock Options(2) | $2.775 | 10/07/2020 | 10/07/2030 | Common Stock, $0.0001 par value per share | 83,333 | 83,333 | D | ||||||||
| Stock Options | $3 | 01/31/2017 | 01/31/2027 | Common Stock, $0.0001 par value per share | 166,667 | 166,667 | D | ||||||||
| Explanation of Responses: |
| 1. Upon acquiring the Senior Secured Convertible Note, the reporting person was issued an origination fee in shares of common stock equal to 1.0% of the original principal amount of the reporting person's Senior Secured Convertible Notes with the value of each such share being the arithmetic average of the volume weighted average price of the Common Stock for each of the ten trading days immediately preceding the effective date. |
| 2. The Stock Options vest with respect to one-third of the shares of common stock on each of October 7, 2021, 2022 and 2023 subject to Mr. Stoller's continued employment. |
| 3. Shares of common stock underlying the stock options vest one third on each anniversary of grant subject to continued service to Ipsidy Inc. and subject to a prior Change of Control. |
| /s/ Stuart Stoller | 03/23/2022 | |
| ** 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). | ||
| 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. | ||
