Herzog John E Form 4 OLB / John E Herzog ownership change

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

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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^*

Herzog John E

(Last) (First) (Middle)

824 HARBOR ROAD

(Street)

SOUTHPORT CT 06890

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLB GROUP, INC. [ OLBG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2013

4. 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 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	02/28/2013		P		166,666	A	$0.15	1,166,666	D
Common Stock	04/14/2013		P		166,666	A	$0.15	1,333,332	D
Common Stock	12/31/2015		J(1)		1,330,125	A	(1)	2,663,457	D
Common Stock	11/20/2017		J(2)		2,516,050	A	(2)	5,179,507	D
Common Stock	05/09/2018		J(3)(4)		12,100,000	A	(3)(4)	17,279,507	D
Common Stock	05/09/2018		J(3)(4)		19,250,000	A	(3)(4)	36,529,507	D
Common Stock	06/21/2018		S		66	D	$0.5	36,529,441	D
Common Stock	06/21/2018		S		500	D	$0.5	36,528,941	D
Common Stock	06/21/2018		S		2,000	D	$0.45	36,526,941	D
Common Stock	06/27/2018		S		2,000	D	$0.51	36,524,941	D
Common Stock	06/27/2018		S		2,000	D	$0.51	36,522,941	D
Common Stock	06/27/2018		S		2,000	D	$0.51	36,520,941	D
Common Stock	06/27/2018		S		2,000	D	$0.51	36,518,941	D
Common Stock	06/28/2018		S		2,000	D	$0.52	36,516,941	D
Common Stock	07/06/2018		S		750	D	$0.5	36,516,191	D
Common Stock	07/06/2018		G		20,000	D	$0.00	36,496,191	D
Common Stock	07/13/2018		S		6,000	D	$0.52	36,490,191	D
Common Stock	07/13/2018		S		250	D	$0.5	36,489,941	D
Common Stock	07/13/2018		S		3,750	D	$0.5	36,486,191	D
Common Stock	07/13/2018		S		1,250	D	$0.5	36,484,941	D
Common Stock	07/16/2018		S		1,846	D	$0.49	36,483,095	D
Common Stock	07/16/2018		S		1,000	D	$0.49	36,482,095	D
Common Stock	07/16/2018		S		2,000	D	$0.49	36,480,095	D
Common Stock	07/16/2018		S		2,000	D	$0.49	36,478,095	D
Common Stock	07/16/2018		S		10,000	D	$0.49	36,468,095	D
Common Stock	07/17/2018		S		150	D	$0.5	36,467,945	D
Common Stock	07/20/2018		S		2,660	D	$0.48	36,465,285	D
Common Stock	07/23/2018		S		2,000	D	$0.48	36,463,285	D
Common Stock	07/24/2018		G		3,000	D	$0.00	36,460,285	D
Common Stock	07/31/2018		G		1,000	D	$0.00	36,459,285	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. During the year ended December 31, 2015, the Reporting Person loaned $203,000 to the Issuer (the "2015 Loans"), which loans accrued interest at 10% per annum and were payable within one year. On December 31, 2015, 1,330,125 shares of Common Stock were issued by the Issuer to the Reporting Person in exchange for the conversion of $212,820 of principal and accrued interest owed to him in respect of the 2015 Loans. The 2015 Loans and conversion thereof are described in the Issuer's 2015 10-K.

2. During the three months ended March 31, 2017, the Reporting Person loaned an additional $15,500 to the Issuer (the "First 2017 Loan"), and on or about May 24, 2017, the Reporting Person loaned an additional $38,000 to the Issuer (the "Second 2017 Loan and, together with the First 2017 Loan, the "2017 Loans"). The making of the First 2017 Loan and the Second 2017 Loan were described in those certain Quarterly Reports on Form 10-Q filed by the Issuer with the SEC on May 12, 2018, and August 10, 2018, respectively. On November 20, 2017, 2,516,050 shares of Common Stock were issued by the Issuer to the Reporting Person in exchange for the conversion of $251,605 of principal and accrued interest in respect of the 2016 Loan and the 2017 Loans. The conversion of the 2016 Loan and the 2017 Loans was disclosed in that certain Annual Report on Form 10-K filed by the Issuer with the SEC on April 13, 2018.

3. On May 9, 2018, the Issuer entered into a share exchange agreement with the shareholders of Omnisoft, Inc., a Delaware corporation ("Omnisoft"; such share exchange agreement, the "Omnisoft Share Exchange Agreement"), and a share exchange agreement with the shareholders of CrowdPay.us, Inc., a New York corporation ("CrowdPay"; such share exchange agreement, the "CrowdPay Share Exchange Agreement" and, together with the Omnisoft Share Exchange Agreement, the "Share Exchange Agreements"). As a result of the transactions contemplated by the Share Exchange Agreements, each of CrowdPay and Omnisoft became wholly-owned subsidiaries of the Issuer.

4. The Reporting Person was a shareholder in both Omnisoft and Crowdpay and was a party to each Share Exchange Agreement. Pursuant to the terms of the Omnisoft Share Exchange Agreement, the Reporting Person was issued 12,100,000 shares of Common Stock in exchange for all of the issued and outstanding shares of Omnisoft common stock held by the Reporting Person. Pursuant to the terms of the CrowdPay Share Exchange Agreement, the Reporting Person was issued 19,250,000 shares of Common Stock in exchange for all of the issued and outstanding shares of CrowdPay common stock held by the Reporting Person. The Share Exchange Agreements and the transactions contemplated thereby are disclosed in that certain Current Report on Form 8-K filed by the Issuer with the SEC on May 15, 2018.

	/s/ John Herzog	05/15/2019
	** Signature of Reporting Person	Date
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