Herzog John E Form 5 OLB / John E Herzog ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

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. [ OLB ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/28/2022		P4	2,582(1)	A	$0.8267	345,606	D
Common Stock	11/28/2022		P4	5,000(1)	A	$0.8166	5,000	I	Held in an Individual Retirement Account
Common Stock	11/28/2022		P4	2,200(1)	A	$0.83	7,200	I	Held in an Individual Retirement Account
Common Stock	11/28/2022		P4	400(1)	A	$0.8299	7,600	I	Held in an Individual Retirement Account
Common Stock	11/28/2022		P4	2,400(1)	A	$0.84	10,000	I	Held in an Individual Retirement Account
Common Stock	12/02/2022		P4	3,500(1)	A	$0.8689	349,106	D
Common Stock	12/02/2022		P4	11,000(1)	A	$0.86	360,106	D
Common Stock	12/02/2022		P4	7,000(1)	A	$0.8599	367,106	D
Common Stock	12/06/2022		P4	2,500(1)	A	$0.8678	369,606	D
Common Stock	12/06/2022		P4	5,000(1)	A	$0.84	374,606	D
Common Stock	12/12/2022		P4	5,000(1)	A	$0.8161	379,606	D
Common Stock	12/13/2022		P4	3,000(1)	A	$0.89	382,606	D
Common Stock	12/14/2022		C4	504,910	A	$0.00(3)	887,516	D
Common Stock	12/29/2022		P4	4,000(1)	A	$0.8902	386,606	D
Common Stock	12/29/2022		P4	2,920(1)	A	$0.9197	389,526	D
Common Stock	12/29/2022		P4	10,000(1)	A	$0.9196	399,526	D
Common Stock	12/29/2022		P4	80(1)	A	$0.9149	399,606	D
Common Stock	12/29/2022		P4	3,000(1)	A	$0.9572	402,606	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$9	12/14/2022		4C(2)		3,612	(3)	(3)	Common Stock	504,910(3)	$0.00(3)	0	D

Explanation of Responses:

1. The purchases of the registrant's Common Stock reported herein and certain other purchases of the registrant's Common Stock reported on a Form 4 being filed by the Reporting Person on the date hereof were matchable under Section 16(b) of the Securities Exchange Act of 1934 against prior sales of the registrant's Common Stock owned directly or indirectly by the Reporting Person and previously reported on an amended Form 4 filed by the Reporting Person on the date hereof, to the extent of 110,000 shares. The Reporting Person has agreed to pay to the registrant $114,654.46, representing the full amount of profit realized in connection with the short-swing transactions.

2. Represents the conversion of 3,612 shares of Series A Preferred Stock held of record by the Reporting Person into shares of Common Stock of the registrant.

3. The Series A Preferred Stock was converted into shares of Common Stock of the registrant on December 14, 2022, at the option of the Reporting Person, at a rate determined by dividing (a) the stated value per share ($1,000) of the Series A Preferred Stock plus accrued and unpaid dividends thereon by (b) the conversion price thereof ($9.00 per share)

	/s/ John E. Herzog	02/14/2023
	** 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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