SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Beck Philip D (Last) (First) (Middle) C/O IPSIDY INC. 780 LONG BEACH BLVD. (Street) LONG BEACH NY 11561 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2017	3. Issuer Name and Ticker or Trading Symbol Ipsidy Inc. [ IDGS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO/President/Chairman	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share	1,000,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(1)	01/31/2017	01/31/2027	Common Stock	15,000,000	0.1	D
Stock Options(2)	08/10/2016	08/10/2026	Common Stock	20,000,000	0.05	I	See Footnote 2

Explanation of Responses:

1. The Stock Options vest with respect to (i) one-third of the shares of common stock upon January 31, 2017 and (ii) in 24 equal monthly tranches commencing on the January 31, 2017.

2. On August 10, 2016, Ipsidy Inc. (the "Company") entered into an amended agreement (the "Amendment") with Parity Labs, LLC ("Parity"), a private consulting firm which is principally owned by Mr. Beck, to amend the compensation section of the Advisory Agreement previously entered into between the Company and Parity on November 16, 2015 for the provision of strategic advisory services. Pursuant to the Amendment, the Company issued Parity an option (the "Parity Option") to acquire 20 million shares of common stock of the Company, exercisable at $0.05 per share for a period of ten years. The Parity Option vested as to 10 million shares of common stock immediately and then initially in 12 equal tranches of 833,333 shares per month commencing on September 1, 2016, which such vesting was accelerated with respect to all remaining shares of common stock that were unvested under the Parity Option as a result of Mr. Beck's appointment as a director of the Company.

	/s/ Philip D. Beck	02/10/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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