John C Price Form 4 SCWorx / John C Price 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^*

Price John C

(Last) (First) (Middle)

590 MADISON AVE.

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCWorx Corp. [ WORX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019

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
Restricted Stock Units (common stock)	02/13/2019		A		250,000(1)	A	$0(5)	250,000	D
Restricted Stock Units (common stock)	02/13/2019		A	V	37,500(2)	A	$0(5)	37,500	D
Restricted Stock Units (common stock)	02/13/2019		A		37,500(3)	A	$0(5)	37,500	D
Restricted Stock Units (common stock)	02/13/2019		A		75,000(4)	A	$0(5)	75,000	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
Option to Purchase Common Stock (right to buy)	$6.84(6)							06/05/2018	06/05/2023	Common Stock, par value $0.001	10,526(6)		10,526	D
Option to Purchase Common Stock (right to buy)	$3.42(6)							08/14/2018	08/14/2023	Common Stock, par value $0.001	10,526(6)		10,526	D
Option to Purchase Common Stock (right to buy)	$5.89(6)							09/13/2018	09/13/2023	Common Stock, par value $0.001	13,158(6)		13,158	D

Explanation of Responses:

1. These Restricted stock Units ("RSUs") vest in quarterly installments over three years, commencing August 15, 2019.

2. These RSUs vest only if the Issuer obtains $10M in new recurring revenue on or before 08/15/20.

3. These RSUs vest if and when the Issuer's stock price attains a volume weighted average price ("VWAP") of $20 per share for 15 consecutive trading days.

4. These RSUs vest if and when the Issuer's stock price attains a VWAP of $40 per share for 15 consecutive trading days.

5. The Issuer granted these RSUs to the reporting person in consideration for services to be rendered to the Issuer.

6. Adjusted for 1/19 reverse stock split

	/s/ John C. Price	02/15/2019
	** 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.