| 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. [ IDTY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 09/29/2017 | 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 | 625,000 | I | See Footnote(1) | |||||||
| Common Stock, $.0001 par value | 16,500,000(2) | 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 | ||||||||
| 15% Convertible Note | $0.2 | 02/14/2020 | 02/28/2022 | Common Stock, $0.0001 par value per share | 375,000(4) | 375,000(4) | D | ||||||||
| 8% Convertible Note | $0.08 | 12/13/2019 | 02/28/2022 | Common Stock, $0.0001 par value per share | 312,500 | 312,500 | D | ||||||||
| Stock Options | $0.1 | 01/31/2017 | 01/31/2027 | Common Stock, $0.0001 par value per share | 15,000,000 | 15,000,000 | D | ||||||||
| Stock Options(3) | $0.05 | 08/10/2016 | 08/10/2026 | Common Stock, $0.0001 par value per share | 20,000,000 | 20,000,000 | I | See footnote(3) | |||||||
| Explanation of Responses: |
| 1. Shares held by an individual retirement account. |
| 2. Includes 15,000,000 shares of common stock acquired by Mr. Beck in accordance with a restricted stock purchase agreement dated September 29, 2017. Pursuant to the letter agreement entered between Ipsidy Inc. (the "Company") and Mr. Beck dated May 22, 2020 the vesting criteria for the restricted shares of common stock was amended as follows: (1) satisfaction of the Performance Goals set forth under the Restricted Stock Agreement, (2) on the date that the Company either fails to re-nominate or re-elect Mr. Beck as a Director, or as Chairman of the Company's Board of Directors, or (3) on the two year anniversary if Mr. beck is continuing to provide services to the Company in any capacity. |
| 3. Represents a stock option to acquire 20,000,000 shares of common stock at $0.05 per share held by Parity Labs LLC, a private consulting firm which is principally owned by Mr. Beck. |
| 4. In connection with the Company's private offering, Mr. Beck acquired a 15% Convertible Note. The 15% Convertible Note is convertible into an amount equal to 150% of the principal amount due under the 15% Convertible Note divided by the conversion price of $0.20 per share. |
| /s/ Philip D. Beck | 05/27/2020 | |
| ** 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. | ||
| 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. | ||
