Sec Form 5 Filing - Mayersohn Joel David @ QSAM Biosciences, Inc. - 2021-12-31

FORM 5 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 Mayersohn Joel David 2. Issuer Name and Ticker or Trading Symbol QSAM Biosciences, Inc. [ QSAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 350 EAST LAS OLAS BLVD. # 1750 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) FORT LAUDERDALE, FL33301 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 12/15/2021 A 400,000( 1 ) A $ 0 400,000 D COMMON STOCK 428,616( 2 ) 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 Options to buy common stock $ 0.36 08/24/2021 A 54,000 ( 3 ) 08/23/2031 Common Stock 54,000 $ 0 54,000 D Options to buy common stock $ 0.5 12/01/2018 12/01/2028 Common Stock 39,840( 4 ) 37,840 D Options to buy common stock $ 0.5 01/06/2020 01/06/2030 Common Stock 40,000 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayersohn Joel David 350 EAST LAS OLAS BLVD. # 1750 FORT LAUDERDALE, FL33301 X Signatures /s/ Joel Mayersohn 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This award of shares was made pursuant to Issuer's board of director's approval under Issuer's restricted stock agreement. ( 2 )The total holdings reported on previous Form 5 accidentally included 39,760 shares of common stock that Mr. Mayersohn did not hold. ( 3 )The options vest semi-annually in two equal installments beginning on 02/24/2022. ( 4 )The total holdings reported on previous Form 5 accidentally reported 2000 less options to buy common stock of the Company.

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.
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