Beyman Ezra acquired 289,277 shares, was granted 168,000 shares, covered exercise/tax liability with 88,382 shares, bought $50,220 worth of shares (186,000 units at $0.27), gifted 96,667 shares and disposed of 289,277 shares, increasing direct ownership by 694% to 303,886 units (SEC Form 4)
$RELI
Specialty Insurers
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Reliance Global Group, Inc. [ RELI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/16/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/27/2023 | A(1) | 168,000 | A | $0 | 206,268(2) | D | |||
| Common Stock | 12/27/2023 | F(3) | 88,382 | D | $0.46 | 117,886 | D | |||
| Common Stock | 05/30/2024 | P | 186,000 | A | $0.27 | 303,886 | D | |||
| Common Stock | 09/16/2022 | G(4) | 3,667 | D | $0 | 289,390 | I | By Reliance Global Holdings, LLC(5) | ||
| Common Stock | 04/23/2023 | J(6) | 289,277 | D | $0 | 113 | I | By Reliance Global Holdings, LLC(5) | ||
| Common Stock | 04/23/2023 | J(6) | 289,277 | A | $0 | 289,277 | I | By YES Americana Group, LLC(7) | ||
| Common Stock | 06/28/2023 | G(4) | 15,000 | D | $0 | 274,277 | I | By YES Americana Group, LLC(7) | ||
| Common Stock | 12/11/2023 | G(4) | 15,000 | D | $0 | 259,277 | I | By YES Americana Group, LLC(7) | ||
| Common Stock | 12/11/2023 | G(4) | 15,000 | D | $0 | 244,277 | I | By YES Americana Group, LLC(7) | ||
| Common Stock | 12/11/2023 | G(4) | 6,000 | D | $0 | 238,277 | I | By YES Americana Group, LLC(7) | ||
| Common Stock | 12/14/2023 | G(4) | 39,000 | D | $0 | 199,277 | I | By YES Americana Group, LLC(7) | ||
| Common Stock | 12/14/2023 | G(4) | 3,000 | D | $0 | 196,277 | I | By YES Americana Group, LLC(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $9.66 | 02/07/2023 | J(8) | 66,743 | 02/07/2023 | (9) | Common Stock | 66,743 | $0 | 66,743 | I | By YES Americana Group, LLC(7) | |||
| Explanation of Responses: |
| 1. Represents the grant of shares of common stock approved by the compensation committee, comprised solely of independent directors, of the issuer's board of directors and issued in accordance with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. All share amounts reported on this Form 4 have been adjusted to give effect to the February 23, 2023 1-for-15 reverse stock split of the issuer's common stock. |
| 3. Represents the payment of tax liability by delivering securities incident to the receipt of the December 27, 2023 grant of 168,000 shares of common stock reported on this Form 4, which was issued in accordance with Rule 16b-3. This transaction is exempt from Section 16(b) of the Exchange Act. |
| 4. Bona fide gift. |
| 5. Reliance Global Holdings, LLC ("Holdings") is an entity controlled by Ezra Beyman and his spouse. |
| 6. Represents the transfer of shares of common stock from Holdings to YES Americana Group, LLC ("YES Americana"). |
| 7. YES Americana is an entity controlled by Mr. Beyman's spouse. |
| 8. Represents the acquisition by YES Americana of the right to acquire shares of the issuer's common stock upon conversion of a promissory note, as amended, issued by the issuer in favor of YES Americana (the "Note"). |
| 9. The Note can be converted so long as any amount thereunder is outstanding. |
| /s/ Ezra Beyman | 05/30/2024 | |
| ** 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. | ||