Sec Form 5 Filing - Herzog John E @ OLB GROUP, INC. - 2022-12-31

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 Herzog John E 2. Issuer Name and Ticker or Trading Symbol OLB GROUP, INC. [ OLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 824 HARBOR ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2022 (Street) SOUTHPORT,, CT06890 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 11/28/2022 P 2,582 ( 1 ) A $ 0.8267 345,606 D Common Stock 11/28/2022 P 5,000 ( 1 ) A $ 0.8166 5,000 I Held in an Individual Retirement Account Common Stock 11/28/2022 P 2,200 ( 1 ) A $ 0.83 7,200 I Held in an Individual Retirement Account Common Stock 11/28/2022 P 400 ( 1 ) A $ 0.8299 7,600 I Held in an Individual Retirement Account Common Stock 11/28/2022 P 2,400 ( 1 ) A $ 0.84 10,000 I Held in an Individual Retirement Account Common Stock 12/02/2022 P 3,500 ( 1 ) A $ 0.8689 349,106 D Common Stock 12/02/2022 P 11,000 ( 1 ) A $ 0.86 360,106 D Common Stock 12/02/2022 P 7,000 ( 1 ) A $ 0.8599 367,106 D Common Stock 12/06/2022 P 2,500 ( 1 ) A $ 0.8678 369,606 D Common Stock 12/06/2022 P 5,000 ( 1 ) A $ 0.84 374,606 D Common Stock 12/12/2022 P 5,000 ( 1 ) A $ 0.8161 379,606 D Common Stock 12/13/2022 P 3,000 ( 1 ) A $ 0.89 382,606 D Common Stock 12/14/2022 C 504,910 A $ 0 ( 3 ) 887,516 D Common Stock 12/29/2022 P 4,000 ( 1 ) A $ 0.8902 386,606 D Common Stock 12/29/2022 P 2,920 ( 1 ) A $ 0.9197 389,526 D Common Stock 12/29/2022 P 10,000 ( 1 ) A $ 0.9196 399,526 D Common Stock 12/29/2022 P 80 ( 1 ) A $ 0.9149 399,606 D Common Stock 12/29/2022 P 3,000 ( 1 ) A $ 0.9572 402,606 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 A Convertible Preferred Stock $ 9 12/14/2022 C( 2 ) 3,612 ( 3 ) ( 3 ) Common Stock 504,910 ( 3 ) $ 0 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herzog John E 824 HARBOR ROAD SOUTHPORT,, CT06890 X Signatures /s/ John E. Herzog 02/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The purchases of the registrant's Common Stock reported herein and certain other purchases of the registrant's Common Stock reported on a Form 4 being filed by the Reporting Person on the date hereof were matchable under Section 16(b) of the Securities Exchange Act of 1934 against prior sales of the registrant's Common Stock owned directly or indirectly by the Reporting Person and previously reported on an amended Form 4 filed by the Reporting Person on the date hereof, to the extent of 110,000 shares. The Reporting Person has agreed to pay to the registrant $114,654.46, representing the full amount of profit realized in connection with the short-swing transactions. ( 2 )Represents the conversion of 3,612 shares of Series A Preferred Stock held of record by the Reporting Person into shares of Common Stock of the registrant. ( 3 )The Series A Preferred Stock was converted into shares of Common Stock of the registrant on December 14, 2022, at the option of the Reporting Person, at a rate determined by dividing (a) the stated value per share ($1,000) of the Series A Preferred Stock plus accrued and unpaid dividends thereon by (b) the conversion price thereof ($9.00 per share)

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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