Sec Form 4 Filing - Cox Kevin Brian @ SurgePays, Inc. - 2021-11-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cox Kevin Brian 2. Issuer Name and Ticker or Trading Symbol SurgePays, Inc. [ SURG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) 3124 BROTHER BLVD 104 3. Date of Earliest Transaction (MM/DD/YY) 11/11/2021 (Street) BARTLETT, TN38133 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common stock, $0.001 par value per share 11/11/2021 C( 1 )( 2 ) 3,016,820( 1 )( 2 ) A 3,437,794( 3 ) D Common stock, $0.001 par value per share 11/11/2021 J( 1 )( 2 ) 561,758( 1 )( 2 ) A 561,758 I SMDMM Funding, LLC Common stock, $0.001 par value per share 06/02/2022 P 4,900 A $ 4.39( 4 ) 3,442,694 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series C Preferred ( 1 )( 2 ) 11/11/2021 C 603,364 06/30/2019 ( 5 ) Common Stock 3,016,820 ( 1 )( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cox Kevin Brian 3124 BROTHER BLVD 104 BARTLETT, TN38133 X X CHIEF EXECUTIVE OFFICER Signatures /s/ Kevin Brian Cox 06/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 4, 2021, SurgePays, Inc. (the "Company"), closed on its firm commitment underwritten public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and warrants to purchase shares of Common Stock. As disclosed in the final prospectus filed in connection with the Offering, following the closing of the Offering, on November 11, 2021 the Company issued (i) 3,016,820 shares of Common Stock to Mr. Cox pursuant to the conversion of shares of Series C Preferred Stock held by Mr. Cox and (ii) 561,758 shares of Common Stock to SMDMM Funding, LLC ("SMDMM"), an entity solely controlled by Mr. Cox, as the result of the conversion of $2,415,560 in principal and accrued interest owed to SMDMM. In addition to the final prospectus, the foregoing issuances were previously disclosed in the Company's Current Report on Form 8-K filed on November 17, 2021. ( 2 )Note 1 continued - The ownership of these shares is also disclosed in Item 12 of the Company's Form 10-K filed on March 24, 2022. ( 3 )The Company effected a reverse stock split at a ratio of 1-for-50 on November 2, 2021. The 3,437,794 share amount reported in this Item 6 is the sum of (i) the 21,048,724 shares directly owned by Mr. Cox as reported in his last Form 4 filed on September 14, 2021 divided by 50 which equals 420,974 shares plus the 3,016,820 shares issued pursuant to the conversion of the Series C Preferred Stock. ( 4 )The shares acquired were purchased at various prices throughout the day. The price reflected is an average of the per share price from the trading day. ( 5 )The Series C Preferred Stock shares had no expiration date. Following the conversions on November 11, 2021, there are no longer any shares of Series C Preferred Stock outstanding.

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