SEC FORM 4

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^*

BENOIT GERALD JAMES JR

(Last)

(First)

(Middle)

C/O INFORMATION ANALYSIS INCORPORATED

12015 LEE JACKSON MEMORIAL HWY STE 210

(Street)

FAIRFAX

22033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INFORMATION ANALYSIS INC [ IAIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021

4. 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 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	12/10/2021		A		116,645	A	$3.04⁽¹⁾	866,645	D
Common Stock	12/10/2021		A		32,895	A	$3.04⁽²⁾	899,540	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)
Warrants (right-to-buy)	$4.5	12/10/2021		A		23,329		01/01/2023	12/31/2026	Common Stock	23,329	$3.04	803,329⁽³⁾	D
Warrants (right-to-buy)	$4.5	12/10/2021		A		6,579		01/01/2023	12/31/2026	Common Stock	6,579	$3.04	809,908⁽⁴⁾	D

Explanation of Responses:

1. Mr. Benoit purchased $354,600 of Units in a private placement transaction at $3.04/ Unit, which consisted of 116,645 shares of common stock and Warrants to purchase additional 23,329 shares of common stock. Unit price was based on the Volume Weighted Average Price per share for the five trading days ended December 2, 2021.

2. Benoit Family Trust purchased $100,000 of Units in a private placement transaction at $3.04/ Unit, which consisted of 32,895 shares of common stock and Warrants to purchase additional 6,579 shares of common stock. Unit price was based on the Volume Weighted Average Price per share for the five trading days ended December 2, 2021.

3. Warrants to acquire 23,329 shares of common stock reported herein are not exercisable until January 1, 2023.

4. Warrants to acquire 29,908 shares of common stock reported herein are not exercisable until January 1, 2023.

	/s/ Matthew T. Sands	12/14/2021
	** 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 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.
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