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

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1. Name and Address of Reporting Person* Nelson Daniel D (Last) (First) (Middle) C/O SIGNING DAY SPORTS, INC. 8355 EAST HARTFORD RD., SUITE 100 (Street) SCOTTSDALE AZ 85255 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2023	3. Issuer Name and Ticker or Trading Symbol Signing Day Sports, Inc. [ SGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and Chairman	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	29,851	I	By Nelson Revocable Living Trust(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6% Convertible Unsecured Promissory Note	(2)	10/15/2024(2)	Common Stock	$1,500,000(2)	(2)	I	By Nelson Revocable Living Trust(1)
Employee Stock Option (Right to Buy)	09/28/2022	09/28/2032	Common Stock	30,000	$3.1	D
Employee Stock Option (Right to Buy)	09/28/2022	09/28/2032	Common Stock	5,000	$3.1	D

Explanation of Responses:

1. These securities are held by the Nelson Revocable Living Trust, of which the reporting person is a co-trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. Prior to the maturity date, the 6% Convertible Unsecured Promissory Note (the "Note") will be convertible at the holder's option at a conversion price per share equal to the price per share determined by dividing $25 million by the number of outstanding shares of the Issuer. The Note will also be automatically converted under a mandatory conversion provision into shares upon the consummation of an initial public offering ("IPO") and the listing of the common stock. In the event of a conversion of the Note into shares of common stock, all accrued interest on the principal subject to such conversion shall be waived. Pursuant to a settlement notice issued to the holder of the Note, the holder of the Note will be issued a number of shares of common stock upon conversion of the Note in the amount that would be applicable as if the principal under the Note had been increased to 110% of the outstanding principal.

	/s/ Daniel D. Nelson	11/13/2023
	** 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).
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