Thomas Francis O'Neill Form 3 NYIAX / Thomas Francis O'Neill ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

O'Neill Thomas Francis

(Last) (First) (Middle)

C/O NYIAX, INC.

180 MAIDEN LANE, 11TH FLOOR

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2023

3. Issuer Name and Ticker or Trading Symbol
NYIAX, INC. [ NYX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	242,770	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(1)	(2)	10/14/2026	Common Stock	113,577	3.3	D
Stock Options(3)	(2)	01/13/2027	Common Stock	50,000	5	D
Stock Options(4)	(2)	01/13/2027	Common Stock	50,000	5	D

Explanation of Responses:

1. On October 14, 2016, the Reporting Person was issued incentive stock options to purchase 113,577 shares of common stock of the Issuer vesting in 1/36 equal increments per month from October 14, 2016.

2. These options are fully vested and exercisable.

3. On January 13, 2022, the Reporting Person was issued stock options to purchase 50,000 shares of common stock of the Issuer with all 50,000 options vesting immediately as of January 13, 2022.

4. On January 13, 2022, the Reporting Person was issued stock options to purchase 50,000 shares of common stock of the Issuer with all 50,000 options vesting immediately as of January 13, 2022.

	/s/ Thomas O'Neill	02/14/2023
	** 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 5 (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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