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^*

Passaic Joseph JR

(Last)

(First)

(Middle)

C/O NYIAX, INC.

180 MAIDEN LANE, 11TH FLOOR

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2023

3. Issuer Name and Ticker or Trading Symbol
NYIAX, INC. [ NYX ]

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

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

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)

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⁽¹⁾	⁽²⁾	05/31/2032	Common Stock	20,000	$5	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	40,000	$0.0	D

Explanation of Responses:

1. On May 31, 2022, the Reporting Person was granted stock options to purchase 20,000 shares of common stock of the Issuer with all 20,000 immediately vested.

2. These options are fully vested and exercisable.

3. On May 31, 2022, the Reporting Person was awarded 40,000 restricted stock units ("RSUs") On May 31, 2022, the Reporting Person was awarded 40,000 restricted stock units ("RSUs") with 20,000 RSUs vesting on May 31, 2023 and 20,000 RSUs vesting on January 1,2024.

4. 20,000 RSUs vest on May 31, 2023 and 20,000 RSUs vest on January 1,2024.

5. The RSUs do not expire; they either vest or are canceled prior to the vesting date.

	/s/ Joseph Passaic	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 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.