TAPM Tapinator Inc (PK)

[ ] 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 * MERKATZ ANDREW	2. Issuer Name and Ticker or Trading Symbol Tapinator, Inc. [ TAPM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CFO
(Last)          (First)          (Middle) C/O TAPINATOR, INC., 110 WEST 40TH ST., SUITE 1902	3. Date of Earliest Transaction (MM/DD/YYYY) 8/21/2019
(Street) NEW YORK, NY 10018 (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	8/21/2019		M		277777	A	(1)	2727152	D
Common Stock	9/21/2019		M		277778	A	(1)	3004930	D
Common Stock	9/30/2019		D		555555	D	(2)	2449375	D
Common Stock								2551625	I	Children's Trust (3)

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
Restricted Stock Unit	(1)	8/21/2019		M			277777	(4)	(4)	Common Stock	277777	$0	4722223	D
Restricted Stock Unit	(1)	9/21/2019		M			277778	(4)	(4)	Common Stock	277778	$0	4444445	D
Restricted Stock Unit	(1)	9/30/2019		D			4444445	(4)	(4)	Common Stock	4444445	(2)	0	D
Stock Option (right to buy)	$0.06	9/30/2019		A		5000000		(5)	9/30/2029	Common Stock	5000000	$0	5000000	D

Explanation of Responses:
(1)	Restricted stock units convert into common stock on a one-for-one basis.
(2)	Represents (i) the repurchase by the Issuer of undelivered common stock underlying 555,555 vested restricted stock units and (ii) the cancellation of the remaining 4,444,445 unvested restricted stock units. As consideration for the repurchase and cancellation of the shares of common stock and restricted stock units, respectively, the Reporting Person received (i) an option to purchase 5,000,000 shares of common stock (the same amount underlying the restricted stock units at the initial date of grant) at a per share exercise price of $0.06 and (ii) a one-time cash payment of $25,000.
(3)	Comprised of (i) 1,278,000 shares of common stock held by Lucienne Merkatz 2013 Trust, a trust for the benefit of one of the Reporting Person's children and (ii) 1,273,625 shares of common stock held by Sebastian Merkatz 2013 Trust, a trust for the benefit of one of the Reporting Person's children. The Reporting Person is a neither the trustee nor the beneficiary of either trust and disclaims beneficial ownership of these shares. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(4)	On February 21, 2018, the Reporting Person was granted 5,000,000 restricted stock units, which began vesting ratably in 18 equal monthly installments on August 21, 2019.
(5)	This stock option vests as follows: (i) 50% in three substantially equal installments (with the first two installments rounded down for any fractional shares) on the last day of October, November, and December in 2019 (with the third installment including any fractional shares that were rounded down from the first and second installments) and (ii) the remaining 50% in 12 substantially equal installments (with the first 11 installments rounded down for any fractional shares) on the last day of each month in 2020 (with the 12th installment including any fractional shares that were rounded down from the first 11 installments).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MERKATZ ANDREW C/O TAPINATOR, INC. 110 WEST 40TH ST., SUITE 1902 NEW YORK, NY 10018	X		President and CFO

Signatures
/s/ ANDREW PHILLIP MERKATZ		10/2/2019
**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.

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