FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ X ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Orlando Michael Joseph

2. Issuer Name and Ticker or Trading Symbol

Nxt-ID, Inc. [NXTD]

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

(Last)          (First)          (Middle)

285 NORTH DRIVE- SUITE D

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2017 
(Street)

MELBOURNE, FL 32934

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
No Securities are Beneficially Owned       3   (1)       0   D    
Common Stock   5/23/2017     A4   983611   A   (2) 983611   D    
Common Stock   10/2/2017     A4   (3) 25331   A $0   1008942   D    
Common Stock   12/7/2017     A4   250000   A $0   1258942   D    
Common Stock   12/15/2017     A4   (3) 6333   A $0   1265275   D    
Common Stock   12/20/2017     S4   (4) 10000   D $2.95   1255275   D    
Common Stock   12/31/2017     A4   (3) 44330   A $0   1299605   D    
Common Stock   1/16/2018     S4   (4) 10000   D $2.82   1289605   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: 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

Explanation of Responses:
(1)  The reporting person was appointed the Chief Operating Officer of the issuer on May 19, 2017 and was appointed to serve as a member of the board of the directors of the issuer effective as of June 30, 2017.
(2)  Received in exchange for 983,611 shares of Fit Pay, Inc. ("Fit Pay") common stock in connection with the merger (the "Merger") of Fit Pay into Nxt-ID, Inc. ("Nxt-ID"). On the effective date of the Merger, the closing price of Nxt-ID's common stock was $1.72 per share and the price of Fit Pay's common stock was valued at $0.53 per share.
(3)  Restricted shares of Fit Pay common stock granted to the reporting person prior to the Merger as compensation for his services as chief executive officer of Fit Pay, which shares vested on October 2, 2017, December 15, 2017 and December 31, 2017, respectively, and were granted to the reporting person as shares of Nxt-ID common stock.
(4)  Shares sold by Mr. Orlando pursuant to a Rule10b5-1 trading plan adopted by the reporting person on December 14, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Orlando Michael Joseph
285 NORTH DRIVE- SUITE D
MELBOURNE, FL 32934
X
Chief Operating Officer

Signatures
/s/ Michael Joseph Orlando 2/13/2018
** 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 control number.
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