Amended Statement of Changes in Beneficial Ownership (4/a)
May 30 2023 - 3:47PM
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
*
Nisan Fredi |
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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
3131 CAMINO DEL RIO NORTH, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/4/2020 |
(Street)
SAN DIEGO, CA 92108 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/28/2020 |
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 | 6/16/2022 | | P | | 5400 | A | $1.42 | 19612494 | D | |
Common Stock par value $0.001 | 6/16/2022 | | P | | 20 | A | $1.38 | 19612514 | D | |
Common Stock par value $0.001 (3) | 7/22/2022 | | A | | 15152 | A | $2.12 | 19627666 | D | |
Common Stock par value $0.001 (2) | 7/22/2022 | | A | | 17646 | A | $0.85 | 19645312 | D | |
Common Stock par value $0.001 (1) | 7/29/2022 | | D | | 1000000 | D | $0.82 | 18645312 | I | GreenBox POS LLC |
Common Stock par value $0.001 (4) | 8/16/2022 | | A | | 53149 | A | $1.27 | 18698461 | D | |
Common Stock par value $0.001 (2) | 10/17/2022 | | A | | 14283 | A | $1.05 | 18712744 | D | |
Common Stock par value $0.001 (5) | 10/27/2022 | | F | | 43 | D | $0.94 | 18712701 | D | |
Common Stock par value $0.001 (5) | 11/15/2022 | | F | | 45 | D | $0.94 | 18712656 | D | |
Common Stock par value $0.001 (6) | 11/17/2022 | | F | | 4394 | D | $0.92 | 18708262 | D | |
Common Stock par value $0.001 (5) | 12/15/2022 | | F | | 27 | D | $0.53 | 18708235 | D | |
Common Stock par value $0.001 (7) | 1/17/2023 | | F | | 1219 | D | $0.79 | 18707016 | D | |
Common Stock par value $0.001 (7) | 2/15/2023 | | F | | 1052 | D | $0.53 | 18705964 | D | |
Common Stock par value $0.001 (8) | 2/15/2023 | | F | | 22852 | D | $0.53 | 18683112 | D | |
Common Stock par value $0.001 (7) | 3/15/2023 | | F | | 875 | D | $0.36 | 18682237 | D | |
Common Stock par value $0.001 (9) | 5/10/2023 | | A | | 18987 | A | $0.79 | 18701224 | D | |
Common Stock par value $0.001 (9) | 5/10/2023 | | A | | 18750 | A | $0.80 | 18719974 | D | |
Common Stock par value $0.001 (10) | 5/15/2023 | | F | | 433 | D | $0.47 | 18720407 | 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) | The reporting person indirectly sold one million shares to RYVYL Inc. with a purchase price based on the value of the shares as of the date on which the transaction was agreed. |
(2) | Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter calculated based on the closing price of our Common Stock on that date or the next trading day, whereby 1/3 of the shares granted shall vest 6 months after issuance and an additional 1/3 of the shares shall vest each month thereafter. |
(3) | Mr. Nisan was granted 15,152 shares for his 2021 performance review in accordance with the 2021 Restricted Stock Plan. |
(4) | The Board of Directors approved a $67,500 raise in compensation for Mr. Nisan for the remainder of the 2022 calendar year. Per the approval of the Board of Directors, Mr. Nisan elected to receive this amount in shares of Common Stock in lieu of cash. |
(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 April 27, 2022. |
(6) | Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on July 22, 2022. |
(7) | 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. |
(8) | Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on August 16, 2022. |
(9) | Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter calculated based on the closing price of our Common Stock on that date or the next trading day. The issuances for Q12023 and Q2 2023 were delayed. |
(10) | Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on October 17, 2022. |
Remarks: See continuance of amended transactions on previously Form 4 filed on the same day. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Nisan Fredi 3131 CAMINO DEL RIO NORTH SUITE 1400 SAN DIEGO, CA 92108 | X |
| Chief Executive Officer |
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Signatures
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/s/ Fredi Nisan | | 5/30/2023 |
**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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