Statement of Changes in Beneficial Ownership (4)
February 18 2020 - 4:17PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Beck Philip D |
2. Issuer Name and Ticker or Trading Symbol
Ipsidy Inc.
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IDTY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, Pres. and Chairman |
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(Last)
(First)
(Middle)
C/O IPSIDY INC.,, 670 LONG BEACH BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
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(Street)
LONG BEACHNY, NY 11561
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $.0001 par value | | | | | | | | 625000 | I | See Footnote (1) |
| Common Stock, $.0001 par value | | | | | | | | 16500000 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| 15% Convertible Note | $0.20 | 2/14/2020 | | P | | 375000 (5) | | 2/14/2020 | 2/28/2022 | Common Stock, $0.0001 par value per share | 375000 (5) | $50000 | 375000 (5) | D | |
| 8% Convertible Note | $0.08 | | | | | | | 12/13/2019 | 2/28/2022 | Common Stock, $0.0001 par value per share | 312500 | | 312500 | D | |
| Stock Options (3) | $0.10 | | | | | | | 1/31/2017 | 1/31/2027 | Common Stock, $0.0001 par value per share | 15000000 | | 15000000 | D | |
| Stock Options (4) | $0.05 | | | | | | | 8/10/2016 | 8/10/2026 | Common Stock, $0.0001 par value per share | 20000000 | | 20000000 | I | See footnote (4) |
| Explanation of Responses: |
| (1) | Shares held by an individual retirement account. |
| (2) | Includes 15,000,000 shares of common stock acquired by Mr. Beck in accordance with a restricted stock purchase agreement, which shares vest upon Mr. Beck achieving certain milestones. |
| (3) | The Stock Options vest with respect to (i) one-third of the shares of common stock upon January 31, 2017 and (ii) in 24 equal monthly tranches commencing on the January 31, 2017. |
| (4) | Represents a stock option to acquire 20,000,000 shares of common stock at $0.05 per share held by Parity Labs LLC, a private consulting firm which is principally owned by Mr. Beck. |
| (5) | In connection with the Company's private offering, Mr. Beck acquired a 15% Convertible Note. The 15% Convertible Note is convertible into an amount equal to 150% of the principal amount due under the 15% Convertible Note divided by the conversion price of $0.20 per share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Beck Philip D
C/O IPSIDY INC.,
670 LONG BEACH BLVD.
LONG BEACHNY, NY 11561 | X | X | CEO, Pres. and Chairman |
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Signatures
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| /s/ Philip D. Beck | | 2/18/2020 |
| **Signature of Reporting Person | Date |