Sec Form 4 Filing - MAKHIJA RAJESH @ McorpCX, Inc. - 2019-09-03

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 MAKHIJA RAJESH 2. Issuer Name and Ticker or Trading Symbol McorpCX, Inc. [ MCCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 201 SPEAR STREET, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 09/03/2019 (Street) SAN FRANCISCO, CA94105 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

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 Call option to purchase common stock (right to buy) ( 1 ) $ 0.22 09/03/2019 J 520,000 ( 2 ) 09/02/2029 Common Stock 520,000 $ 0 520,000 D Employee Stock Option (Right to Buy) ( 3 ) $ 0.09 09/03/2019 J 290,000 ( 4 ) 09/02/2029 Common Stock 290,000 $ 0 290,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAKHIJA RAJESH 201 SPEAR STREET, SUITE 1100 SAN FRANCISCO, CA94105 X President and CEO Signatures /s/ Andrew J Bond, Attorney in Fact for Rajesh Makhija 09/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 3, 2019, the Reporting Person entered into a private stock option agreement with Michael Hinshaw, the chair of the Issuer's board of directors, whereby Mr. Hinshaw agreed to grant the Reporting Person the option to purchase up to 520,000 shares of the Issuer's common stock owned by Mr. Hinshaw at a price of $0.22 per share subject to the terms of such agreement. ( 2 )The options vest accordingly to the following vesting schedule: 170,000 shares on September 2, 2020, 170,000 shares on September 2, 2021 and 180,000 shares on September 2, 2022, subject to accelerated vesting in the event of a "change of control" of the Issuer or early termination in the event the Reporting Person's employment with Issuer is terminated for "cause". ( 3 )On September 3, 2019, the Reporting Person entered into a second private stock option agreement with Mr. Hinshaw, pursuant to which Mr. Hinshaw agreed to grant the Reporting Person the option to purchase up to 290,000 shares of the Issuer's common stock owned by Mr. Hinshaw at a price of $0.09 per share subject to the terms of such agreement. ( 4 )The options vest according to the following vesting schedule: 100,000 shares on September 2, 2020, 100,000 shares on September 2, 2021 and 90,000 shares on September 2, 2022, subject to accelerated vesting in the event of a "change of control" of the Issuer or early termination in the event the Reporting Person's employment with the Issuer is terminated for "cause."

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).

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