Ryan S Schram Form 4 IZEA Worldwide / Ryan S Schram 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Schram Ryan S

(Last) (First) (Middle)

1317 EDGEWATER DR #1880

(Street)

ORLANDO FL 32804

(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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2024

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	09/06/2024		M		48	A	$0	60,960	D
Common Stock	09/06/2024		M		1,561	A	$0	62,521	D
Common Stock	09/06/2024		M		6,720	A	$0	69,241	D
Common Stock	09/06/2024		M		15,151	A	$0	84,392	D
Common Stock	09/06/2024		M		23,148	A	$0	107,540	D
Common Stock	09/06/2024		M		103	A	$0	107,643	D
Common Stock	09/06/2024		M		24,876	A	$0	132,519	D
Common Stock	09/06/2024		M		1,127	A	$0	133,646	D
Common Stock	09/06/2024		M		21,739	A	$0	155,385	D
Common Stock	09/06/2024		M		17,986	A	$0	173,371	D
Common Stock	09/06/2024		F		46,814(1)	D	$2.14	126,557	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
Restricted Stock Units	(2)	09/06/2024		M			48	11/30/2020	(3)	Common Stock	48	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			1,561	01/01/2022	(4)	Common Stock	1,561	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			6,720	01/31/2023	(5)	Common Stock	6,720	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			103	11/30/2023	(6)	Common Stock	103	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			1,127	04/30/2024	(7)	Common Stock	1,127	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			15,151	09/01/2024	(8)	Common Stock	15,151	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			24,876	01/31/2025	(9)	Common Stock	24,876	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			23,148	10/31/2024	(10)	Common Stock	23,148	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			17,986	04/30/2025	(11)	Common Stock	17,986	$0	0	D
Restricted Stock Units	(2)	09/06/2024		M			21,739	07/31/2025	(12)	Common Stock	21,739	$0	0	D

Explanation of Responses:

1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations upon vesting of the Restricted Stock Units.

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 November 30, 2020 and vest in 48 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.

4. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on January 1, 2022 and vest in 48 equal monthly installments commencing on the grant date and on the last day of each succeeding month thereafter.

5. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on January 1, 2023, pursuant to the reporting person's employment agreement and vest in 48 equal monthly installments commencing on the grant date.

6. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on November 24, 2023, and vest in 12 equal monthly installments commencing on the last day of the month the grant occurred and on the last day of each succeeding month after that.

7. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 12, 2024 and vest in 12 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.

8. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on September 1, 2023 and have a 1/3 cliff vesting at 1 year from grant date, then quarterly over 2 years.

9. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on January 31, 2024, and vest over a three-year term, one-third vesting 12 months after the grant date and then in equal amounts quarterly after that.

10. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on October 31, 2023 and vest over a three-year term, one-third vesting 12 months after the grant date and then in equal amounts quarterly after that.

11. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 30, 2024, and vest over a three-year term, one-third vesting 12 months from the grant date and then in equal quarterly installments after that.

12. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on July 31, 2024, and vest over a three-year term, one-third vesting 12 months from the grant date and then in equal quarterly installments after that.

Remarks:

	By: /s/ Peter J. Biere as attorney-in-fact for Ryan S. Schram	09/10/2024
	** 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.