| 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
Recruiter.com Group, Inc. [ RCRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2019 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock, par value $0.0001 | 11/15/2019 | P | 200 | A | $4.97 | 202,418(1) | D | |||
| Common Stock, par value $0.0001 | 11/18/2019 | P | 240 | A | (2) | 202,658 | D | |||
| Common Stock, par value $0.0001 | 11/18/2019 | P | 360 | A | (3) | 203,018 | D | |||
| Common Stock, par value $0.0001 | 11/22/2019 | P | 40 | A | $3.04 | 203,058 | D | |||
| Common Stock, par value $0.0001 | 11/25/2019 | P | 40 | A | $2.27 | 203,098 | D | |||
| Common Stock, par value $0.0001 | 12/23/2019 | P | 72 | A | (4) | 203,170 | D | |||
| Common Stock, par value $0.0001 | 03/11/2021 | A | 1,626 | A | (5) | 204,796 | D | |||
| Common Stock, par value $0.0001 | 11/18/2021 | P | 1,650(6) | A | $2.95 | 206,446 | 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 | ||||||||
| Restricted Stock Units | (7) | 06/18/2020 | A | 221,600 | 06/30/2021(7) | 06/17/2030 | Common Stock | 221,600 | (7) | 221,600 | D | ||||
| Stock Options (Right to buy) | $4.59 | 09/13/2021 | A | 100,000 | 09/13/2022(8) | 09/12/2026 | Common Stock | 100,000 | (8) | 100,000 | D | ||||
| Explanation of Responses: |
| 1. On May 16, 2019, the Reporting Person filed a Form 4 reporting he owned 40,443,529 shares of Common Stock. In August 2019, the Issuer effected a 1 for 80 reverse stock split, and in June 2021, the Issuer effected a 1 for 2.5 reverse stock split. Following both of these reverse stock splits, the Reporting Person's 40,443,529 shares equaled 202,218 shares. |
| 2. These shares were purchased in multiple transactions at prices ranging from $3.67 to $4.37, inclusive. |
| 3. These shares were purchased in multiple transactions at prices ranging from $2.32 to $4.87, inclusive. |
| 4. These shares were purchased in multiple transactions at prices ranging from $3.00 to $3.50, inclusive. |
| 5. Issuance of shares pursuant to August 2018 consulting agreement between the Issuer and the Reporting Person entered into prior to the Reporting Person's appointment as Chief Executive Officer in June 2020. |
| 6. Purchase of shares pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| 7. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. 27,700 RSUs vest on a quarterly basis with the first vesting date having been June 30, 2021. The RSUs were granted to the Reporting Person pursuant to the Issuer's 2017 Equity Incentive Plan. |
| 8. Represents options granted to the Reporting Person pursuant to the Issuer's 2021 Equity Incentive Plan in connection with the Reporting Person's employment agreement. 50,000 options will vest on 09/13/2022, and 12,500 options will vest every three months thereafter. |
| /s/ Evan Sohn | 11/18/2021 | |
| ** 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. | ||
| 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. | ||