SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hartje Karen

(Last)

(First)

(Middle)

251 1ST AVENUE N

SUITE 200

(Street)

MINNEAPOLIS

55401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2021

3. Issuer Name and Ticker or Trading Symbol
Sezzle Inc. [ SZL.AX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.00001 par value	39,245⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽²⁾	08/25/2028	Common Stock	1,735,000	$0.05	D
Stock Options (right to buy)	⁽³⁾	07/26/2029	Common Stock	500,000	$0.84	D
Stock Options (right to buy)	⁽⁴⁾	05/22/2030	Common Stock	390,625	$1.37	D

Explanation of Responses:

1. Includes 39,245 Restricted Stock Units ("RSU"). Each RSU represents the right to receive one share of Common Stock.

2. 1,337,395 shares are currently vested, the remainder vests in equal installments monthly, being fully vested on 8/26/2022.

3. 229,167 shares are currently vested, the remainder vests in equal installments monthly, being fully vested on 7/27/2023.

4. Represents the portion of a stock option for which performance conditions have been satisfied, to vest on January 1, 2023. The remaining 781,250 shares will vest on January 1, 2023 to the extent the applicable performance conditions have been satisfied.

Remarks:

Exhibit 24.1 Power of Attorney attached hereto.

	/s/ Don McConnell, as Attorney-in-Fact	06/11/2021
	** 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 5 (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.