Judd Dayton Form 4 FITLIFE BRANDS / Judd Dayton 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^*

Dayton Judd

(Last) (First) (Middle)

C/O FITLIFE BRANDS, INC.

5214 S. 136TH STREET

(Street)

OMAHA NE 68137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FITLIFE BRANDS, INC. [ FTLF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2021

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 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	02/05/2021		A		40,000(1)	A	$0	102,272	D
Common Stock								481,161	I	By Sudbury Holdings, LLC
Common Stock								11,287	I	By SEP IRA
Common Stock								3,860	I	By IRA

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
Stock Options	$20.97	02/05/2021		A		18,000		(2)	02/05/2026	Common Stock	18,000	$0	18,000	D
Stock Options	$19.06	02/05/2021		A		14,000		(2)	02/05/2031	Common Stock	14,000	$0	14,000	D

Explanation of Responses:

1. Represents grant of restricted share units ("RSU"). Each RSU converts into one share of the Issuer's common stock upon vesting. The RSUs will vest as follows: (i) 10,000 shares at such date that the 30 day volume weighted average price ("VWAP") for shares of the Issuer's common stock meets or exceeds $30.00, (ii) 10,000 shares at such date that the 30 day VWAP for shares of the Issuer's common stock meets or exceeds $36.00, (iii) 10,000 shares at such date that the 30 day VWAP for shares of the Issuer's common stock meets or exceeds $42.00, and (iv) 10,000 shares at such date that the 30 day VWAP for shares of the Issuer's common stock meets or exceeds $48.00.

2. One fourth of the stock options vest immediately, with the remainder vesting equally in three annual installments thereafter, becoming fully vested on February 5, 2024.

	/s/ Dayton Judd	02/09/2021
	** 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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