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. [ AUID ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/21/2022
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 03/21/2022 A 311(4) A $3.22 173,058 D
Common Stock, $.0001 par value 03/21/2022 A 3,106(4) A $3.22 343,938 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
Senior Secured Convertible Note $3.7 03/21/2022 A 270,270 03/21/2022 03/21/2025 Common Stock, $0.0001 par value per share 270,270 $1,000,000 270,270 I See Footnotes(1)
Senior Secured Convertible Note $3.7 03/21/2022 A 27,027 03/21/2022 03/21/2025 Common Stock, $0.0001 par value per share 27,027 $100,000 27,027 D
Stock Options(2) $15.16 12/29/2021 12/29/2031 Common Stock, $0.0001 par value per share 10,238 10,238 D
Stock Options(3) $7.2 05/05/2021 05/05/2031 Common Stock, $0.0001 par value per share 388,744 388,744 D
Warrants $4.5 06/30/2020 06/30/2022 Common Stock, $0.0001 par value per share 30,972 30,972 I See Footnotes(1)
Stock Options $2.1 05/22/2020 05/22/2025 Common Stock, $0.0001 par value per share 555,556 555,556 D
Warrants $4.95 08/15/2018 08/15/2023 Common Stock, $0.0001 par value per share 11,667 11,667 D
Warrants $2.64 06/24/2019 06/23/2024 Common Stock, $0.0001 par value per share 8,750 8,750 D
Explanation of Responses:
1. 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.
2. The shares vest monthly in equal amounts over a one-year period.
3. 383,334 of the shares vest upon meeting performance criteria.
4. Upon acquiring the Senior Secured Convertible Note, the reporting person was issued an origination fee in shares of common stock equal to 1.0% of the original principal amount of the reporting person's Senior Secured Convertible Notes with the value of each such share being the arithmetic average of the volume weighted average price of the Common Stock for each of the ten trading days immediately preceding the effective date.
/s/ Philip R. Broenniman 03/23/2022
** 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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