Sec Form 4 Filing - Vange Mark @ NextPlay Technologies Inc. - 2021-06-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Vange Mark
2. Issuer Name and Ticker or Trading Symbol
NextPlay Technologies Inc. [ NXTP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
1560 SAWGRASS CORPORATE PARKWAY, SUITE 130
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2021
(Street)
SUNRISE, FL33323
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 06/30/2021 A 1,000,000 A 1,000,000 D
Common Stock 05/02/2022 J( 2 ) 1,666,667 A 1,666,667( 2 ) I By Fighter Base Publishing, Inc.( 2 )
Common Stock 05/02/2022 J( 3 ) 1,250,000 A 1,250,000( 3 ) I By Token IQ, Inc.( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vange Mark
1560 SAWGRASS CORPORATE PARKWAY
SUITE 130
SUNRISE, FL33323
Chief Technology Officer
Signatures
/s/ Mark Vange 05/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person received the shares in exchange for shares of HotPlay Enterprise Limited ("HotPlay") common stock in connection with the acquisition of HotPlay by the Issuer (the "HotPlay Acquisition"). On the effective date of the HotPlay Acquisition, the closing price of the Issuer's common stock was $2.00 per share.
( 2 )On August 19, 2021, the Issuer and Fighter Base Technologies, Inc. ("Fighter Base") entered into an Intellectual Property Purchase Agreement, pursuant to which the Issuer agreed to issue Fighter Base 1,666,667 shares of the Issuer's common stock upon closing as compensation for the purchase by the Issuer of certain assets of Fighter Base (the "Fighter Base Acquisition"); the Fighter Base Acquisition was approved by the Issuer's board of directors. Consummation of the Fighter Base Acquisition, and issuance of the shares, was contingent upon shareholder approval of the Fighter Base Acquisition, which was obtained on January 28, 2022, and certain other closing conditions. The Fighter Base Acquisition closed on May 2, 2022, at which time the shares were issued to Fighter Base. The Reporting Person is the Chief Executive Officer and a majority shareholder of Fighter Base. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 3 )On August 19, 2021, the Issuer and Token IQ, Inc. ("Token IQ") entered into an Intellectual Property Purchase Agreement, pursuant to which the Issuer agreed to issue Token IQ 1,250,000 shares of the Issuer's common stock upon closing as compensation for the purchase by the Issuer of certain assets of Token IQ (the "Token IQ Acquisition"); the Token IQ Acquisition was approved by the Issuer's board of directors. Consummation of the Token IQ Acquisition, and issuance of the shares, was contingent upon shareholder approval of the Token IQ Acquisition, which was obtained on January 28, 2022, and certain other closing conditions. The Token IQ Acquisition closed on May 2, 2022, at which time the shares were issued to Token IQ. The Reporting Person is the Chief Executive Officer and a majority shareholder of Token IQ. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.