C Richard Piazza Form 5 QSAM Biosciences / C Richard Piazza 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^*

Piazza C Richard

(Last) (First) (Middle)

9442 CAPITAL OF TEXAS HWY N, PLAZA 1

SUITE 500

(Street)

AUSTIN TX 78759

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QSAM Biosciences, Inc. [ QSAM ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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
Series E-1 Preferred Stock	12/06/2021		J(1)	2,975	D	(1)	0	D
Common Stock	12/06/2021		J(1)	10,093,800	A	(1)	10,093,800	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
Options to buy common stock	$0.36	08/24/2021		4A	125,000		(2)	08/23/2031	Common Stock	125,000	$0.00	125,000	D
Series E-1 Preferred Stock	$0.00	12/30/2020		4A	2,975		(3)	(3)	Common Stock	2,975,000	$0.00	0	D

Explanation of Responses:

1. Pursuant to reclassification exempt under Rule 16b-7, each share of Series E-1 Preferred Stock was reclassified into and exchanged for shares of Common Stock of the Issuer under the terms of Exchange Agreement and Plan of Reorganization as filed with the SEC.

2. The option vests semi-annually in two equal installments beginning on 02/24/2022.

3. Series E-1 Preferred Stock was convertible at any time at the discretion of the holder at a ratio of 1000 shares of Common Stock per Series E-1 Preferred Stock

	/s/ C. Richard Piazza	02/15/2022
	** 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).
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