| 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) 09/09/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 09/09/2020 | J | 769,231(2) | D | $0.13 | 5,594,714 | D | |||
| Common Stock, $.0001 par value | 09/09/2020 | X | 1,000,000(2) | A | $0.1 | 6,363,945 | D | |||
| Common Stock, $.0001 par value | 2,417,778 | I | See Footnotes(1) | |||||||
| 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 | ||||||||
| Common Stock Purchase Warrant | $0.1 | 09/09/2020 | X | 1,000,000 | 09/26/2015 | 09/26/2020 | Common Stock, $0.0001 par value per share | 1,000,000 | $0.1 | 0 | D | ||||
| Common Stock Purchase Warrant | $0.15 | 06/30/2020 | 06/30/2022 | Common Stock, $0.0001 par value per share | 440,000 | 440,000 | I | See Footnotes(1) | |||||||
| 15% Convertible Note | $0.2 | 02/14/2020 | 02/28/2022 | Common Stock, $0.0001 par value per share | 750,000 | 750,000 | D | ||||||||
| Stock Options | $0.15 | 09/30/2015 | 09/30/2025 | Common Stock, $0.0001 par value per share | 400,000 | 400,000 | D | ||||||||
| Explanation of Responses: |
| 1. Securities held by Vista PBG Associates LLC ("Vista"). Mr. Selzer serves as the manager of Vista. |
| 2. This Form is being filed to report the exercise of a common stock purchase warrant pursuant to which the Reporting Person received shares of common stock by means of a cashless exercise. A cashless exercise is a method of exercising a common stock purchase warrant in which the holder pays the exercise price to the Company using shares of common stock the Reporting Person would have received pursuant to the common stock purchase warrant exercise. As a result of this cashless exercise, the Reporting Person exercised a common stock purchase warrant to acquire 1,000,000 shares of common stock at an exercise price of $0.10 per share on a cashless basis receiving on a net basis 230,769 shares of common stock which reflects 769,231 shares of common stock withheld by the Company at the market price of $0.13 per share less the exercise price of $0.10 per share. |
| /s/ Herbert M. Selzer | 09/14/2020 | |
| ** 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. | ||
