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^*

STERN THEODORE

(Last)

(First)

(Middle)

220 N. BELLEFIELD AVE., UNIT 1101

(Street)

PITTSBURGH,

15213

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ipsidy Inc. [ IDTY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2021

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, $0.0001 par value per share								5,885,445	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)
Stock Options⁽³⁾	$0.24	05/05/2021		A		1,645,521		05/05/2021	05/05/2031	Common Stock, $0.0001 par value per share	1,645,521	$0	1,645,521	D
Common Stock Purchase Warrant	$0.15							06/30/2020	06/30/2022	Common Stock, $0.0001 par value per share	250,000		250,000	D
Amended and Restated Promissory Notes	$0.2							02/14/2020	02/28/2022	Common Stock, $0.0001 par value per share	15,000,000		15,000,000	I	See footnote⁽¹⁾
15% Convertible Note	$0.2							02/14/2020	02/28/2022	Common Stock, $0.0001 par value per share	375,000		375,000	D
Interest Shares	$0.2							01/31/2017	⁽²⁾	Common Stock, $0.0001 par value per share	3,310,000		3,310,000	I	See Footnote⁽²⁾

Explanation of Responses:

1. Represents 15,000,000 shares of common stock that may be issued upon the conversion of principal at $0.20 per share under that certain Amended & Restated Secured Promissory Note in the principal amount as of the date hereof $2,000,000 issued to the Theodore Stern Revocable Trust (the "Trust").

2. Represents 3,310,000 shares of common stock that may be issued upon the conversion of interest accrued at $0.20 per share under that certain Unsecured Promissory Note in the principal amount as of the date hereof $2,000,000 issued to the Trust.

3. On May 5, 2021, the Company granted Mr. Stern a Non-Statutory Option to acquire 1,645,521 shares of common stock at an exercise price of $0.24 per share with 973,880 shares vesting upon grant of Non-Statutory Option and 671,641 shares of common stock underlying the stock options vesting over twelve months.

	/s/ Theodore Stern	05/07/2021
	** 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).
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