Enveric Biosciences (ENVB) Form 4 Enveric Biosciences / Jillian Marie Hagel 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

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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^*

Hagel Jillian Marie

(Last) (First) (Middle)

C/O ENVERIC BIOSCIENCES, INC.

4851 TAMIAMI TRAIL N, SUITE 200

(Street)

NAPLES FL 34103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enveric Biosciences, Inc. [ ENVB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2021

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	10/13/2021		A		1,021(1)	A	$0	13,302(2)	D
Common Stock	10/13/2021		A		10,500(3)	A	$0	23,802(2)	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

Explanation of Responses:

1. The reporting person received the RSUs as a one-time signing bonus upon the commencement of the reporting person's employment with the Company. 50% of the RSUs shall vest over 2 years in equal annual installments, with the first tranche to vest on September 16, 2022. 50% of the RSUs shall vest over 2 years in equal annual installments, if the Company's average VWAP exceeds 110% and 120% of $158.925, respectively.

2. Includes 10,633 shares previously held through the Hagel 2020 Family Trust, which were distributed to the reporting person and are now owned directly.

3. 50% of the RSUs shall vest over 4 years in equal annual installments, with the first tranche to vest on September 16, 2022. 50% of the RSUs shall vest in 3 approximately equal tranches on each of December 31, 2022, 2023 and 2024, if the Company's average VWAP (calculated as the average over the fourth calendar quarter of each of 2022, 2023 and 2024, as applicable, of the daily volume weighted average price of a share of common stock), exceeds $119.00, $130.50 and $143.50, respectively.

	/s/ Jillian Marie Hagel	01/25/2023
	** 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).
** 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.
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