Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nisan Fredi

(Last)

(First)

(Middle)

3131 CAMINO DEL RIO NORTH

SUITE 1400

(Street)

SAN DIEGO

92108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock par value $0.001	11/13/2023		F		31⁽¹⁾	D	$2.06	1,875,119	D
Common Stock par value $0.001	11/13/2023		F		30⁽²⁾	D	$2.06	1,875,089	D
Common Stock par value $0.001	11/22/2023		A		2,427⁽³⁾	A	$2.06	1,877,516	D
Common Stock par value $0.001	11/27/2023		A		80,000⁽⁴⁾	A	$1.98	2,037,516	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽⁵⁾	$2.18	11/16/2023		A		80,000		12/31/2025	11/15/2028	Common Stock, Par	80,000	$0.00	89,452⁽⁶⁾	D

Explanation of Responses:

1. Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on May 1, 2023 for Q1 2023 compensation.

2. Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on May 1, 2023 for Q2 2023 compensation.

3. On November 15, 2023, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Nisan 2,427 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby the shares granted shall vest on 5/13/2024. The issuance for the grant occurred on November 22, 2023.

4. On November 16, 2023, the Company granted Mr. Nisan 80,000 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby 1/3 of the shares granted shall vest on December 31, 2023, an additional 1/3 of the shares granted shall vest each year thereafter, and all shares fully vest on December 31, 2025. The issuance for the grant occurred on November 27, 2023.

5. On November 16, 2023, the Company granted Mr. Nisan 80,000 stock options pursuant to the Company's 2023 Equity Incentive Plan, whereby 1/3 of the options granted shall vest on December 31, 2023, an additional 1/3 of the options granted shall vest each year thereafter, and all options shall fully vest on December 31, 2025.

6. The Company effected a reverse stock split of 1:10 on September 6, 2023. As a result, Mr. Nisan's 94,522 stock options became 9,452 stock options.

	/s/ Jasmine Farrington, attorney-in-fact	11/28/2023
	** 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).
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