Sec Form 4 Filing - Sohn Evan @ Recruiter.com Group, Inc. - 2019-11-15

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 Sohn Evan 2. Issuer Name and Ticker or Trading Symbol Recruiter.com Group, Inc. [ RCRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Executive Chairman (Last) (First) (Middle) 500 SEVENTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2019 (Street) NEW YORK, NY10018 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, par value $0.0001 11/15/2019 P 200 A $ 4.97 202,418( 1 ) D Common Stock, par value $0.0001 11/18/2019 P 240 A 202,658 D Common Stock, par value $0.0001 11/18/2019 P 360 A 203,018 D Common Stock, par value $0.0001 11/22/2019 P 40 A $ 3.04 203,058 D Common Stock, par value $0.0001 11/25/2019 P 40 A $ 2.27 203,098 D Common Stock, par value $0.0001 12/23/2019 P 72 A 203,170 D Common Stock, par value $0.0001 03/11/2021 A 1,626 A 204,796 D Common Stock, par value $0.0001 11/18/2021 P 1,650( 6 ) A $ 2.95 206,446 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 Restricted Stock Units ( 7 ) 06/18/2020 A 221,600 06/30/2021( 7 ) 06/17/2030 Common Stock 221,600 ( 7 ) 221,600 D Stock Options (Right to buy) $ 4.59 09/13/2021 A 100,000 09/13/2022( 8 ) 09/12/2026 Common Stock 100,000 ( 8 ) 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sohn Evan 500 SEVENTH AVENUE NEW YORK, NY10018 X CEO and Executive Chairman Signatures /s/ Evan Sohn 11/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 16, 2019, the Reporting Person filed a Form 4 reporting he owned 40,443,529 shares of Common Stock. In August 2019, the Issuer effected a 1 for 80 reverse stock split, and in June 2021, the Issuer effected a 1 for 2.5 reverse stock split. Following both of these reverse stock splits, the Reporting Person's 40,443,529 shares equaled 202,218 shares. ( 2 )These shares were purchased in multiple transactions at prices ranging from $3.67 to $4.37, inclusive. ( 3 )These shares were purchased in multiple transactions at prices ranging from $2.32 to $4.87, inclusive. ( 4 )These shares were purchased in multiple transactions at prices ranging from $3.00 to $3.50, inclusive. ( 5 )Issuance of shares pursuant to August 2018 consulting agreement between the Issuer and the Reporting Person entered into prior to the Reporting Person's appointment as Chief Executive Officer in June 2020. ( 6 )Purchase of shares pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. ( 7 )Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. 27,700 RSUs vest on a quarterly basis with the first vesting date having been June 30, 2021. The RSUs were granted to the Reporting Person pursuant to the Issuer's 2017 Equity Incentive Plan. ( 8 )Represents options granted to the Reporting Person pursuant to the Issuer's 2021 Equity Incentive Plan in connection with the Reporting Person's employment agreement. 50,000 options will vest on 09/13/2022, and 12,500 options will vest every three months thereafter.

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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