SEC FORM 5

SEC Form 5

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.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

WILLIAMS TRYON M

(Last)

(First)

(Middle)

C/O KIDOZ INC.

SUITE 220, 1685 WEST 4TH AVENUE

(Street)

VANCOUVER

V6J 1L8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KIDOZ INC. [ KIDZ ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 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)
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)	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							16,515,316	D
Common Stock							2,877,465	I	Discretionary Trust

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)	4. Transaction Code (Instr. 8)	(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)
Employee Stock Option (Right to Buy)	$0.42						06/04/2018	06/04/2023	Common Stock	175,000⁽¹⁾		475,000	D
Employee Stock Option (Right to Buy)	$0.33						06/30/2020	06/30/2025	Common Stock	50,000⁽²⁾		475,000	D
Employee Stock Option (Right to Buy)	$0.39						02/01/2021	02/01/2026	Common Stock	50,000⁽³⁾		475,000	D
Employee Stock Option (Right to Buy)	$0.81						04/06/2021	04/06/2026	Common Stock	50,000⁽⁴⁾		475,000	D
Employee Stock Option (Right to Buy)	$0.39						02/01/2022	02/01/2027	Common Stock	150,000⁽⁵⁾		475,000	D

Explanation of Responses:

1. Mr. T. M. Williams was granted 175,000 stock options at CAD$0.54 (approximately US$0.42) on June 4, 2018. These options vest immediately.

2. Mr. T. M. Williams was granted 50,000 stock options at CAD$0.45 (approximately US$0.33) on June 30, 2020. These options vest 2.08% per month commencing June 30, 2021.

3. Mr. T. M. Williams was granted 50,000 stock options at CAD$0.50 (approximately US$0.39) on February 1, 2021. These options vest 10% on grant date, 15% after one year and 2% per month thereafter.

4. Mr. T. M. Williams was granted 50,000 stock options at CAD$1.02 (approximately US$0.813) on April 6, 2021. These options vest at 2% per month.

5. Mr. T. M. Williams was granted 150,000 stock options at CAD$0.50 (approximately US$0.39) on April 1, 2022. These options vest at 2% per month.

	/s/ T. M. Williams	02/15/2023
	** 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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