SEC Form 4: Malone Michael exercised 100,000 shares at a strike of $2.56, covered exercise/tax liability with 73,748 shares and acquired 1,292 units of Series A Non-Voting Preferred Stock (withholding obligation)
$SRAX
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SRAX, Inc. [ SRAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/06/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock(1) | 12/31/2021 | M | 100,000 | A | $2.56 | 101,292 | D | |||
| Class A Common Stock(2) | 12/31/2021 | F | 57,016 | D | $4.49 | 44,276(4) | D | |||
| Class A Common Stock(3) | 12/31/2021 | F | 16,732 | D | $4.49 | 27,544(4) | D | |||
| Series A Non-Voting Preferred Stock(5) | 09/27/2021 | J | 1,292 | A | $0.00 | 1,292 | D | |||
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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 | ||||||||
| Class A Common Stock Purchase Option(6) | $4.25 | 01/06/2022 | A | 100,000 | 01/06/2022 | 01/06/2029 | Class A Common Stock | 100,000 | $0.00 | 100,000 | D | ||||
| Class A Common Stock Purchase Option(7) | $2.56 | 12/15/2018 | M | 100,000 | 12/15/2018 | 01/02/2022 | Class A common Stock | 100,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents exercise of option granted on December 15, 2018 ("2018 Option"). The 2018 Option was exercised on a cashless basis with shares withheld by the Issuer for tax withholding. |
| 2. Represents shares withheld pursuant to cashless exercise of the 2018 Option. |
| 3. Represents shares withheld for tax withholding pursuant to exercise of 2018 Option. |
| 4. Includes 1,292 shares of Class A Common Stock owned by Reporting Person prior to the exercise of the 2018 Option. |
| 5. Represents securities acquired as a result of a dividend on the Class A Common Stock issued on September 27, 2021. |
| 6. Represents discretionary stock option bonus grant received by Reporting Person. The options vest quarterly in equal quarterly installments over a three year period beginning on 1/6/2022. |
| 7. Represents exercise of the 2018 Option. |
| /s/ Michael Malone | 02/04/2022 | |
| ** 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). | ||
| 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. | ||