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

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 *

Salkind Gene
2. Issuer Name and Ticker or Trading Symbol

Mobiquity Technologies, Inc. [ MOBQ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

35 TORRINGTON LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/30/2022
(Street)

SHOREHAM, NY 11766
(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)
Code V Amount (A) or (D) Price
Common Stock (1)3/30/2022  C  1368333 A$1.50 2484354 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Notes (1)(2)$1.50 3/30/2022  C     $2052500  9/13/2019 9/13/2029 Common Stock 513125  (3)127500 (4)D  
Warrants (1)(2)$4.00 3/30/2022  C   684166    3/30/2022 9/30/2029 CommonStock 684166  (3)1237500 (5)D  

Explanation of Responses:
(1) The 2,484,354 common shares includes shares owned directly by Dr. Salkind, the doctor and his wife and through a trust in which Dr. Salkind is the trustee. The derivative securities listed in Table II are derivative securities owned directly by Dr. Salkind and his wife and by the trust.
(2) After the close of business on March 29, 2022 and prior to the close of the market on March 30, 2022, the board of directors of the issuer accepted Dr. Salkind's offer to convert $2,052,500 of convertible notes at a reduced conversion price of $1.50 per share into 1,368,333 common shares and warrants to purchase 684,166 shares at an exercise price of $4.00 per share through September 30, 2029. A portion (i.e. $1,542,500) of the note conversion came directly from Dr. Salkind and his wife and a portion (i.e.$510,000) of the note conversion came directly from the trust that Dr. Salkind is the trustee.
(3) Not applicable.
(4) The remaining unpaid convertible notes in the principal amount of $510,000 are convertible into 127,500 shares at $4.00 per share, excluding 63,750 warrants issuable upon conversion thereof as described in note 5.
(5) 1,237,500 derivative securities include the following: (i) 127,500 shares underlying $510,000 of debt, convertible at $4.00 per share (excluding 50% warrant coverage - i.e. 63,750 warrants, exercisable at $4.00 per share through September 30, 2029, if and when issued); (ii) 390,625 common stock purchase warrants exercisable at $4.00 per share through September 2023; (iii) 10-year options to purchase 35,000 shares granted on December 8, 2021; and (iv) warrants to purchase 686,166 shares exercisable through September 30, 2029 which were issuable on March 30, 2022 as a result of the note conversion.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Salkind Gene
35 TORRINGTON LANE
SHOREHAM, NY 11766
XX


Signatures
/s/ Gene Salkind3/31/2022
**Signature of Reporting PersonDate


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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