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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Ezralow Bryan 		2. Issuer Name and Ticker or Trading Symbol

Coda Octopus Group, Inc. [ CODA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

23622 CALABASAS ROAD, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2019
(Street)

CALABASAS, CA 91302
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

5/10/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   5/8/2019     S    4035.5   (1) D $17.2789   (2) 1008533.5   I   By Bryan Ezralow 1994 Trust dated December 22, 1994   (8)
Common Stock   5/8/2019     S    18519   D $18.4292   (3) 990014.5   I   By Bryan Ezralow 1994 Trust dated December 22, 1994   (8)
Common Stock   5/8/2019     S    20.5   (1) D $19.3795   (4) 989994   I   By Bryan Ezralow 1994 Trust dated December 22, 1994   (8)
Common Stock   5/9/2019     S    31223   D $15.3499   (5) 958771   I   By Bryan Ezralow 1994 Trust dated December 22, 1994   (8)
Common Stock   5/10/2019     S    24317   (7) D $15.2307   (6) 934454   I   By Bryan Ezralow 1994 Trust dated December 22, 1994   (8)

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 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 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 of Derivative Security: 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 fractional number of shares shown results from the aggregation of these shares based on the price range of one dollar (or less) within which these shares were sold. The total number of shares sold on May 8, 2019 was 22,575 shares.
(2)  The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.08 to $17.30, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
(3)  The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.25 to $19.23, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
(4)  The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.28 to $19.40, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.
(5)  The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $16.00, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.
(6)  The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.60, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.
(7)  Due to a clerical error, the 26,110 shares reported in the original Form 4 as being sold on May 10, 2019 was incorrect. The correct number of shares sold on May 10, 2019 was 24,317 shares.
(8)  These shares are owned directly by the Bryan Ezralow 1994 Trust dated December 22, 1994, a ten percent beneficial owner of the Issuer, and indirectly by Bryan Ezralow as trustee of such Trust. Bryan Ezralow is a ten percent beneficial owner of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ezralow Bryan
23622 CALABASAS ROAD
SUITE 200
CALABASAS, CA 91302
X

Bryan Ezralow 1994 Trust dated December 22, 1994
23622 CALABASAS ROAD
SUITE 200
CALABASAS, CA 91302
X


Signatures
/s/ Bryan Ezralow 5/20/2019
** Signature of Reporting Person Date

/s/ Bryan Ezralow, Trustee of Bryan Ezralow 1994 Trust dated December 22, 1994 5/20/2019
** 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.
Coda Octopus (NASDAQ:CODA)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Coda Octopus Charts.
Coda Octopus (NASDAQ:CODA)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Coda Octopus Charts.