IZEA Worldwide (IZEA) Form 4 IZEA Worldwide / Edward H Murphy 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^*

Murphy Edward H

(Last) (First) (Middle)

480 NORTH ORLANDO AVENUE

SUITE 200

(Street)

WINTER PARK FL 32789

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

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	12/31/2019		M		5,382	A	$0	310,743	D
Common Stock	12/31/2019		M		3,646	A	$0	314,389	D
Common Stock								13,127	I	By Dogfish Ventures LLLP(1)
Common Stock								3	I	By Spouse

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
Restricted Stock Units	$0.0(2)	12/31/2019		M			5,382	(3)	(3)	Common Stock	5,382	$0	231,404	D
Restricted Stock Units	$0.0(2)	12/31/2019		M			3,646	(4)	(4)	Common Stock	3,646	$0	102,074	D

Explanation of Responses:

1. Edward Murphy, as a partner of Dogfish Ventures LLLP, has voting power and investment power over the securities held by Dogfish Ventures LLLP.

2. Each Restricted Stock Unit represents a contingent right to receive at settlement one share of Issuer common stock.

3. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 29, 2019 and vest in 48 equal monthly installments commencing on the grant date and on the last day of each succeeding month thereafter.

4. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 17, 2019 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.

Remarks:

	By: /s/ LeAnn Hitchcock as attorney-in-fact for Edward H. Murphy	01/02/2020
	** 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.
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