FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Ipsidy Inc. [ IDTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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, $0.0001 par value per share | 06/30/2020 | X | 1,000,000 | A | $0.07 | 5,885,445 | D | |||
Common Stock, $0.0001 par value per share | 8,166,667 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Purchase Warrant | $0.15 | 06/30/2020 | P | 250,000 | 06/30/2020 | 06/30/2022 | Common Stock, $0.0001 par value per share | 250,000(3) | $0.15 | 250,000 | D | ||||
Common Stock Purchase Warrant | $0.07 | 06/30/2020 | X | 1,000,000 | 04/19/2016 | 04/19/2021 | Common Stock, $0.0001 par value per share | 1,000,000(3) | $0 | 0 | D | ||||
Amended and Restated Promissory Notes | $0.2 | 02/14/2020 | 02/28/2022 | Common Stock, $0.0001 par value per share | 15,000,000 | 15,000,000 | I | See footnote(1) | |||||||
15% Convertible Note | $0.2 | 02/14/2020 | 02/28/2022 | Common Stock, $0.0001 par value per share | 375,000 | 375,000 | D | ||||||||
Interest Shares | $0.2 | 01/31/2017 | (2) | Common Stock, $0.0001 par value per share | 3,310,000 | 3,310,000 | I | See Footnote(1) |
Explanation of Responses: |
1. Shares of common stock are held by the Theodore Stern Revocable Trust (the "Trust"). |
2. Represents 3,310,000 shares of common stock that may be issued upon the conversion of interest accrued at $0.20 per share under issued under that certain Unsecured Promissory Note in the principal amount as of the date hereof $2,000,000 issued to the Trust. |
3. On June 30, 2020, Mr. Stern exercised a common stock purchase warrant to acquire 1,000,000 shares of common stock at an exercise price of $0.07 per share in consideration of the issuance a common stock purchase warrant to acquire 250,000 shares of common stock exercisable for $0.15 per share. |
/s/ Theodore Stern | 07/02/2020 | |
** 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 Number. |