Statement of Changes in Beneficial Ownership (4)
March 30 2023 - 4:12PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
*
Smith Debra |
2. Issuer Name and Ticker or Trading Symbol
CERBERUS CYBER SENTINEL CORP
[
CISO
]
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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) Chief Financial Officer |
(Last)
(First)
(Middle)
6900 E. CAMELBACK ROAD, SUITE 240 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2021 |
(Street)
SCOTTSDALE,, AZ 85251 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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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 |
Stock Option (Right to Buy) | $5.00 | 12/31/2021 | | A | | 5000 | | (1) | 12/31/2031 | Common Stock, par value $0.00001 | 5000 | $0 | 5000 | D | |
Stock Option (Right to Buy) | $2.00 | 1/14/2022 | | A | | 500000 | | (2) | 1/14/2032 | Common Stock, par value $0.00001 | 500000 | $0 | 500000 | D | |
Stock Option (Right to Buy) | $2.00 | 8/22/2022 | | D (3) | | | 500000 | (2)(3) | 8/22/2032 | Common Stock, par value $0.00001 | 500000 | (3) | 500000 | D | |
Stock Option (Right to Buy) | $3.02 | 8/22/2022 | | A (3) | | 500000 | | (2)(3) | 8/22/2032 | Common Stock, par value $0.00001 | 500000 | (3) | 500000 | D | |
Explanation of Responses: |
(1) | On December 31, 2021, the Reporting Person was granted stock options exercisable for 5,000 shares of common stock (the "2021 Options"). The 2021 Options will vest with respect to 25% of the underlying shares on December 31, 2022, and thereafter at a rate of 1/36 per month. |
(2) | On January 14, 2022, the Reporting Person was granted stock options exercisable for 500,000 shares of common stock (the "2022 Options"). The 2022 Options will vest with respect to 30% of the underlying shares on January 31, 2023, and thereafter at a rate of 1/24 per month. |
(3) | The transactions reported herein reflect a repricing of the 2022 Options effective on August 22, 2022, resulting in the cancellation of the 2022 Options and the grant of replacement options. The exercise price of the 2022 Options was increased from $2.00 to $3.02 per share. All of the other terms of the 2022 Options remain the same, including without limitation, the number of shares underlying the 2022 Options, the vesting period of the 2022 Options, and the expiration date of the 2022 Options. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Smith Debra 6900 E. CAMELBACK ROAD, SUITE 240 SCOTTSDALE,, AZ 85251 |
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| Chief Financial Officer |
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Signatures
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/s/ Debra L. Smith | | 3/30/2023 |
**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). |
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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