Moshe David Form 5 KIDOZ / Moshe David ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

David Moshe

(Last) (First) (Middle)

59 HERUT STREET

(Street)

BINYAMINA L3 30500

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KIDOZ INC. [ KIDZ ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							543,379	D
Common Stock							339,612	I	100% Owned Company(1)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$0.33						06/30/2020	06/30/2025	Common Stock	300,000(2)		450,000	D
Employee Stock Option (Right to Buy)	$0.39						02/01/2021	02/01/2027	Common Stock	50,000(3)		450,000	D
Employee Stock Option (Right to Buy)	$0.81						04/06/2021	04/06/2026	Common Stock	50,000(4)		450,000	D
Employee Stock Option (Right to Buy)	$0.39						02/01/2022	02/01/2027	Common Stock	50,000(5)		450,000	D

Explanation of Responses:

1. Compass H.N.T Yazamut Ltd. holds 339,612 shares of Kidoz Inc. Compass H.N.T Yazamut Ltd. is 100% owned by Mr. Moshe David.

2. Mr. Moshe David was granted 300,000 stock options of Kidoz Inc. at CAD$0.45 (approximately US$0.33) on June 30, 2020. These options vest 2.08% per month commencing June 30, 2021.

3. Mr. M. David was granted 50,000 stock options at CAD$0.50 (approximately US$0.39) on February 1, 2021. These options vest 10% on grant date, 15% after one year and 2% per month thereafter.

4. Mr. M. David was granted 50,000 stock options at CAD$1.02 (approximately US$0.813) on April 6, 2021. These options vest at 2% per month.

5. Mr. M. David was granted 50,000 stock options at CAD$0.50 (approximately US$0.39) on February 1, 2022. These options vest at 2% per month.

	/s/ M. David	02/16/2023
	** 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).
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