SEC FORM 4 SEC Form 4
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
 
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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).
1. Name and Address of Reporting Person*
Broenniman Philip R

(Last) (First) (Middle)
C/O IPSIDY INC., 670 LONG BEACH BLVD.

(Street)
LONG BEACH NY 11561

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ipsidy Inc. [ IDTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President/COO
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)
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. 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, $.0001 par value 5,182,412(1) D
Common Stock, $.0001 par value 06/30/2020 P 714,285 A $0.07 9,153,969 I See footnote(2)(4)
Common Stock, $.0001 par value 06/30/2020 X 3,716,667 A $0.07 8,439,684 I See footnote(2)(4)
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
Warrants $0.15 06/30/2020 P 929,167 06/30/2020 06/30/2022 Common Stock, $0.0001 par value per share 929,167 $0.07 929,167 I See Footnotes(4)
Warrants $0.07 06/30/2020 X 3,716,667 09/30/2015 09/30/2020 Common Stock, $0.0001 par value per share 3,716,667 $0.07 0 I See Footnotes(2)(4)
Warrants $0.07 06/30/2020 P 3,716,667 09/30/2015 09/30/2020 Common Stock, $0.0001 par value per share 3,716,667 $0.07 3,716,667 I See Footnotes(2)(4)
Stock Options(3) $0.07 05/22/2020 05/22/2025 Common Stock, $0.0001 par value per share 16,666,666 16,666,666 D
Warrants $0.165 08/15/2018 08/15/2023 Common Stock, $0.0001 par value per share 350,000 350,000 D
Warrants $0.088 06/24/2019 06/23/2024 Common Stock, $0.0001 par value per share 262,500 262,500 D
Explanation of Responses:
1. Includes the right to acquire 1,500,000 shares of common stock at par value subject to the certain vesting criteria granted to Mr. Broenniman on March 6, 2020 pursuant to a Restricted Stock Purchase Agreement.
2. Mr. Broenniman is the Managing Partner of Varana Capital, LLC ("Varana Capital"), which, in turn, is the investment manager of and has dispositive control over the shares held by Varana Capital Focused, LP ("VCFLP"). By virtue of these relationships, in addition to the shares he holds personally, Mr. Broenniman may be deemed to beneficially own the shares held by Varana Capital Focused, LP.
3. On May 22, 2020, the Company granted Mr. Broenniman a Non-Statutory Option to acquire 16,666,666 shares of common stock at an exercise price of $0.07 per share with 3,333,333 shares vesting upon the grant of Non-Statutory Option, 5,333,333 shares vesting upon achieving certain performance conditions and 8,000,000 shares vesting upon achieving certain additional performance conditions.
4. On June 30, 2020, VCFLP acquired common stock purchase warrants to acquire 3,716,667 shares of common stock from a warrant holder and VCFLP subsequently exercised the common stock purchase warrant for cash. In consideration of exercising its common stock purchase warrant to acquire 3,716,667 shares of common stock, VCFLP was granted a common stock purchase warrant to acquire 929,167 shares of common stock at an exercise price of $0.15 per share. Also on June 30, 2020, VCFLP entered into a Securities Purchase Agreement and acquired 714,285 shares of common stock for cash.
/s/ Philip R. Broenniman 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).
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