Statement of Changes in Beneficial Ownership (4)
May 12 2023 - 3:08PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Errez Ben |
2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc.
[
RVYL
]
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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 of Board of Directors |
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(Last)
(First)
(Middle)
3131 CAMINO DEL RIO NORTH, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2022 |
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(Street)
SAN DIEGO, CA 92108 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock par value $0.001 | 11/15/2022 | | F | | 145 (2) | D | $0.96 | 18730087 | D | |
| Common Stock par value $0.001 | 11/17/2022 | | F | | 5789 (3) | D | $0.92 | 18724298 | D | |
| Common Stock par value $0.001 | 12/15/2022 | | F | | 104 (4) | D | $0.53 | 18724194 | D | |
| Common Stock par value $0.001 | 1/17/2023 | | F | | 1886 (5) | D | $0.79 | 18722308 | D | |
| Common Stock par value $0.001 | 2/15/2023 | | F | | 1617 (6) | D | $0.53 | 18720691 | D | |
| Common Stock par value $0.001 | 2/15/2023 | | F | | 26569 (7) | D | $0.53 | 18694122 | D | |
| Common Stock par value $0.001 | 3/15/2023 | | F | | 1299 (8) | D | $0.36 | 18692823 | D | |
| Common Stock par value $0.001 (1)(9) | 5/1/2023 | | A | | 18987 | A | $0.79 | 18711810 | D | |
| Common Stock par value $0.001 (1)(10) | 5/1/2023 | | A | | 18750 | A | $0.80 | 18730560 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Mr. Errez earns $5,000 worth of shares of Common stock monthly, issuable on the 15th day of each month in the number based on the closing price of our Common Stock on that date or the next trading day. |
| (2) | Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on April 27, 2022. |
| (3) | Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on May 17, 2022. |
| (4) | Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on April 27, 2022. |
| (5) | Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on July 15, 2022. |
| (6) | Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on July 15, 2022. |
| (7) | Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on August 16, 2022. |
| (8) | Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on July 15, 2022. |
| (9) | On April 17th, 2023, as part of his quarterly compensation for Q1 as a director of the Company, the Board of Directors of the Company granted Mr. Errez 18,987 shares of common Stock pursuant to the Company's 2021 Restricted Stock Plan, whereby 1/3 of the shares granted shall vest in 6 months, and an additional 1/3 of the shares shall vest each month thereafter. All shares will vest fully on December 12th, 2023. This grant was issued on May 1, 2023. |
| (10) | On April 17th, 2023, as part of his quarterly compensation for Q2 as a director of the Company, the Board of Directors of the Company granted Mr. Errez 18,750 shares of common Stock pursuant to the Company's 2021 Restricted Stock Plan, whereby 1/3 of the shares granted shall vest in 6 months, and an additional 1/3 of the shares shall vest each month thereafter. All shares will vest fully on December 12th, 2023. This grant was issued on May 1, 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Errez Ben
3131 CAMINO DEL RIO NORTH
SUITE 1400
SAN DIEGO, CA 92108 | X | X | Chairman of Board of Directors |
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Signatures
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| /s/ Jasmine Farrington Attorney-in-fact | | 5/8/2023 |
| **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). |
| 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 control number. |
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