Sec Form 3/A Filing - ELLENOFF DOUGLAS @ NextPlat Corp - 2021-08-24

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FORM 3/A
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
ELLENOFF DOUGLAS
2. Issuer Name and Ticker or Trading Symbol
NextPlat Corp [ NXPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Business Development
(Last) (First) (Middle)
C/O NEXTPLAT CORP., 3250 MARY ST., SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
08/24/2021
(Street)
COCONUT GROVE, FL33133
4. If Amendment, Date Original Filed (MM/DD/YY)
09/15/2021
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 100,000 ( 1 ) D
Common Stock, par value $0.0001 25,000 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
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2021 08/24/2026 Common Stock 300,000 D
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2022 08/24/2026 Common Stock 150,000 ( 3 ) D
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2022 08/24/2026( 2 ) Common Stock 250,000 ( 4 ) D
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2023 08/24/2026( 2 ) Common Stock 150,000 ( 3 ) D
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2023 08/24/2026( 2 ) Common Stock 250,000 ( 4 ) D
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2024 08/24/2026( 2 ) Common Stock 150,000 ( 3 ) D
Option to purchase Common Stock, par value $0.0001 $ 5.35 08/24/2024 08/24/2026( 2 ) Common Stock 250,000 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ELLENOFF DOUGLAS
C/O NEXTPLAT CORP.
3250 MARY ST., SUITE 410
COCONUT GROVE, FL33133
X Chief Business Development
Signatures
/s/ Douglas Ellenoff 03/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 100,000 shares of restricted common stock granted pursuant to that certain Employment Agreement, dated August 24, 2021, by and between the Company and the Reporting Person (the "Employment Agreement") and evidenced by a Restricted Stock Agreement, of which 40,000 shares vested immediately upon issuance on September 9, 2021, with an additional 20,000 shares of restricted stock to be issued and to vest on each of August 24, 2022, August 24, 2023 and August 24, 2024. Vesting conditioned on the Reporting Person serving on the Board of Directors at any time during the year in which the restricted stock is to vest.
( 2 )The stock options expire on August 24, 2026, five years from the grant date (August 24, 2021). The expiration dates of the stock options reported in this amended Form 3 have been adjusted to reflect the correct expiration date.
( 3 )Option granted pursuant to the Employment Agreement and evidenced by a Stock Option Agreement. Option will vest subject to the Employment Agreement remaining in full force and effect on the vesting date.
( 4 )Option granted pursuant to the Employment Agreement and evidenced by a Stock Option Agreement. Option will vest subject to (a) the Employment Agreement remaining in full force and effect on the vesting date, and (b) the satisfaction of certain performance criteria set forth in the Employment Agreement.

Remarks:
The original Form 3, filed on September 15, 2021, is being amended by this Form 3 amendment solely to correct the expiration date of certain stock options granted on August 24, 2021.

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