Annual Statement of Changes in Beneficial Ownership (5)
February 13 2018 - 4:52PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
|
|
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.
|
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Mar 2024 to Apr 2024
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Apr 2023 to Apr 2024