SEC FORM 4/A

SEC FORM 4/A 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^*

Nisan Fredi

(Last)

(First)

(Middle)

3131 CAMINO DEL RIO NORTH

SUITE 1400

(Street)

SAN DIEGO

92108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/28/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock par value $0.001	06/16/2022		P		5,400	A	$1.42	19,612,494	D
Common Stock par value $0.001	06/16/2022		P		20	A	$1.38	19,612,514	D
Common Stock par value $0.001⁽³⁾	07/22/2022		A		15,152	A	$2.12	19,627,666	D
Common Stock par value $0.001⁽²⁾	07/22/2022		A		17,646	A	$0.85	19,645,312	D
Common Stock par value $0.001⁽¹⁾	07/29/2022		D		1,000,000	D	$0.82	18,645,312	I	GreenBox POS LLC
Common Stock par value $0.001⁽⁴⁾	08/16/2022		A		53,149	A	$1.27	18,698,461	D
Common Stock par value $0.001⁽²⁾	10/17/2022		A		14,283	A	$1.05	18,712,744	D
Common Stock par value $0.001⁽⁵⁾	10/27/2022		F		43	D	$0.94	18,712,701	D
Common Stock par value $0.001⁽⁵⁾	11/15/2022		F		45	D	$0.94	18,712,656	D
Common Stock par value $0.001⁽⁶⁾	11/17/2022		F		4,394	D	$0.92	18,708,262	D
Common Stock par value $0.001⁽⁵⁾	12/15/2022		F		27	D	$0.53	18,708,235	D
Common Stock par value $0.001⁽⁷⁾	01/17/2023		F		1,219	D	$0.79	18,707,016	D
Common Stock par value $0.001⁽⁷⁾	02/15/2023		F		1,052	D	$0.53	18,705,964	D
Common Stock par value $0.001⁽⁸⁾	02/15/2023		F		22,852	D	$0.53	18,683,112	D
Common Stock par value $0.001⁽⁷⁾	03/15/2023		F		875	D	$0.36	18,682,237	D
Common Stock par value $0.001⁽⁹⁾	05/10/2023		A		18,987	A	$0.79	18,701,224	D
Common Stock par value $0.001⁽⁹⁾	05/10/2023		A		18,750	A	$0.8	18,719,974	D
Common Stock par value $0.001⁽¹⁰⁾	05/15/2023		F		433	D	$0.47	18,720,407	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person indirectly sold one million shares to RYVYL Inc. with a purchase price based on the value of the shares as of the date on which the transaction was agreed.

2. Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter calculated based on the closing price of our Common Stock on that date or the next trading day, whereby 1/3 of the shares granted shall vest 6 months after issuance and an additional 1/3 of the shares shall vest each month thereafter.

3. Mr. Nisan was granted 15,152 shares for his 2021 performance review in accordance with the 2021 Restricted Stock Plan.

4. The Board of Directors approved a $67,500 raise in compensation for Mr. Nisan for the remainder of the 2022 calendar year. Per the approval of the Board of Directors, Mr. Nisan elected to receive this amount in shares of Common Stock in lieu of cash.

5. Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on April 27, 2022.

6. Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on July 22, 2022.

7. Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on July 15, 2022.

8. Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on August 16, 2022.

9. Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter calculated based on the closing price of our Common Stock on that date or the next trading day. The issuances for Q12023 and Q2 2023 were delayed.

10. Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on October 17, 2022.

Remarks:

See continuance of amended transactions on previously Form 4 filed on the same day.

	/s/ Fredi Nisan	05/30/2023
	** 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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SEC Form 4 filed by Nisan Fredi (Amendment)