Wrap (WRAP) Form 4 WRAP / THOMAS P SMITH 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^*

SMITH THOMAS P

(Last) (First) (Middle)

C/O WRAP TECHNOLOGIES, INC.

1817 W 4TH STREET

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WRAP TECHNOLOGIES, INC. [ WRAP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2021

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	09/01/2021		M		19,951	A	$4.26	19,951	D
Common Stock	09/01/2021		S		19,951	D	$7.33(1)	0	D
Common Stock	09/02/2021		M		32,084	A	$4.26	32,084	D
Common Stock	09/02/2021		S		32,084	D	$7.14(2)	0	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
Stock Options	$4.26	09/01/2021		M			19,951	(3)	04/01/2030	Common Stock	19,951	$0	90,242	D
Stock Options	$4.26	09/02/2021		M			32,084	(3)	04/01/2030	Common Stock	32,084	$0	58,158	D
Stock Options	$5.41							(4)	03/18/2024	Common Stock	1,000,000		1,000,000	D
Stock Options	$5.22							(5)	03/08/2031	Common Stock	400,000		400,000	D

Explanation of Responses:

1. This transaction was executed in multiple sales prices ranging from $7.25 to $7.50. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transactions were effected.

2. This transaction was executed in multiple sales prices ranging from $7.06 to $7.26. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transactions were effected.

3. 33% of the Stock Option grant for 110,193 shares vested on April 1, 2021, the one-year anniversary of the grant date, with the balance vesting monthly over 24 months thereafter. All options will be fully vested as of April 1, 2023, subject to continued service and the terms of the grant and the 2017 Stock Incentive Plan.

4. 33% of the Stock Option grant for 1,000,000 shares vested March 18, 2020, the one-year anniversary of the grant date, with the balance vesting monthly over 24 months thereafter. All options will be fully vested as of March 18, 2022, subject to continued service and the terms of the grant and the 2017 Stock Incentive Plan.

5. 33% of the Stock Option grant for 400,000 shares will vest on March 8, 2022, the one-year anniversary of the grant date, with the balance vesting monthly over 24 months thereafter. All options will be fully vested as of March 8, 2024, subject to continued service and the terms of the grant and the 2017 Stock Incentive Plan.

	/s/ James A. Barnes, Attorney-in-Fact	09/03/2021
	** 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).
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.