Statement of Changes in Beneficial Ownership (4)
August 12 2020 - 5:10PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Hannibal Timothy Andrew |
2. Issuer Name and Ticker or Trading Symbol
SCWorx Corp.
[
WORX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO |
(Last)
(First)
(Middle)
590 MADISON AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2020 |
(Street)
NEW YORK, NY 10022
(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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Restricted Stock Units | 8/12/2020 | | A | | 99226 | A | $0 (1) | 99226 | D | |
Restricted Stock Units | 8/12/2020 | | A | | 307581 | A | $0 (2) | 307581 | D | |
Restricted Stock Units | 8/12/2020 | | A | | 200000 | A | $0 (3) | 200000 | D | |
Restricted Stock Units | | | | | | | | 50000 | 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 |
Common Stock Option | $6.49 | | | | | | | (4) | 2/12/2029 | Common Stock | 25000 | | 25000 | D | |
Explanation of Responses: |
(1) | The RSUs were issued to the reporting person in satisfaction of $153,800 of indebtedness for services, and are fully vested. |
(2) | The RSUs were issued to the reporting person as compensation for services and vest in three equal semi-annual installments commencing October 7, 2020 |
(3) | The RSUs were issued to the reporting person as compensation for services in connection with becoming President and COO of the Issuer.100,00 of these RSUs vest ninety days after the grant date and the remaining 100,000 vest in six equal quarterly installments, commencing February 7, 2021 and every 90 days thereafter, until fully vested. |
(4) | Options become exercisable in four quarterly installments beginning May 13, 2020 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hannibal Timothy Andrew 590 MADISON AVE NEW YORK, NY 10022 |
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| President and COO |
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Signatures
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/s/ Timothy A. Hannibal | | 8/12/2020 |
**Signature of Reporting Person | Date |
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