SEC Form 5: Herzog John E increased direct ownership by 17% to 402,606 units
$OLB
Business Services
Consumer Discretionary
| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OLB GROUP, INC. [ OLB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 11/28/2022 | P4 | 2,582(1) | A | $0.8267 | 345,606 | D | ||||||||
| Common Stock | 11/28/2022 | P4 | 5,000(1) | A | $0.8166 | 5,000 | I | Held in an Individual Retirement Account | |||||||
| Common Stock | 11/28/2022 | P4 | 2,200(1) | A | $0.83 | 7,200 | I | Held in an Individual Retirement Account | |||||||
| Common Stock | 11/28/2022 | P4 | 400(1) | A | $0.8299 | 7,600 | I | Held in an Individual Retirement Account | |||||||
| Common Stock | 11/28/2022 | P4 | 2,400(1) | A | $0.84 | 10,000 | I | Held in an Individual Retirement Account | |||||||
| Common Stock | 12/02/2022 | P4 | 3,500(1) | A | $0.8689 | 349,106 | D | ||||||||
| Common Stock | 12/02/2022 | P4 | 11,000(1) | A | $0.86 | 360,106 | D | ||||||||
| Common Stock | 12/02/2022 | P4 | 7,000(1) | A | $0.8599 | 367,106 | D | ||||||||
| Common Stock | 12/06/2022 | P4 | 2,500(1) | A | $0.8678 | 369,606 | D | ||||||||
| Common Stock | 12/06/2022 | P4 | 5,000(1) | A | $0.84 | 374,606 | D | ||||||||
| Common Stock | 12/12/2022 | P4 | 5,000(1) | A | $0.8161 | 379,606 | D | ||||||||
| Common Stock | 12/13/2022 | P4 | 3,000(1) | A | $0.89 | 382,606 | D | ||||||||
| Common Stock | 12/14/2022 | C4 | 504,910 | A | $0.00(3) | 887,516 | D | ||||||||
| Common Stock | 12/29/2022 | P4 | 4,000(1) | A | $0.8902 | 386,606 | D | ||||||||
| Common Stock | 12/29/2022 | P4 | 2,920(1) | A | $0.9197 | 389,526 | D | ||||||||
| Common Stock | 12/29/2022 | P4 | 10,000(1) | A | $0.9196 | 399,526 | D | ||||||||
| Common Stock | 12/29/2022 | P4 | 80(1) | A | $0.9149 | 399,606 | D | ||||||||
| Common Stock | 12/29/2022 | P4 | 3,000(1) | A | $0.9572 | 402,606 | 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Series A Convertible Preferred Stock | $9 | 12/14/2022 | 4C(2) | 3,612 | (3) | (3) | Common Stock | 504,910(3) | $0.00(3) | 0 | D | |||
| Explanation of Responses: |
| 1. The purchases of the registrant's Common Stock reported herein and certain other purchases of the registrant's Common Stock reported on a Form 4 being filed by the Reporting Person on the date hereof were matchable under Section 16(b) of the Securities Exchange Act of 1934 against prior sales of the registrant's Common Stock owned directly or indirectly by the Reporting Person and previously reported on an amended Form 4 filed by the Reporting Person on the date hereof, to the extent of 110,000 shares. The Reporting Person has agreed to pay to the registrant $114,654.46, representing the full amount of profit realized in connection with the short-swing transactions. |
| 2. Represents the conversion of 3,612 shares of Series A Preferred Stock held of record by the Reporting Person into shares of Common Stock of the registrant. |
| 3. The Series A Preferred Stock was converted into shares of Common Stock of the registrant on December 14, 2022, at the option of the Reporting Person, at a rate determined by dividing (a) the stated value per share ($1,000) of the Series A Preferred Stock plus accrued and unpaid dividends thereon by (b) the conversion price thereof ($9.00 per share) |
| /s/ John E. Herzog | 02/14/2023 | |
| ** 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). | ||
| 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. | ||