Sec Form 4/A Filing - Nisan Fredi @ RYVYL Inc. - 2020-11-04

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FORM 4/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
Nisan Fredi
2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3131 CAMINO DEL RIO NORTH, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2020
(Street)
SAN DIEGO, CA92108
4. If Amendment, Date Original Filed (MM/DD/YY)
12/28/2020
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 $0.001 11/04/2020 M 500,000 ( 1 ) A $ 0.065 125,235,244 D
Common Stock par value $0.001 11/04/2020 F 52,420 ( 1 ) D $ 0.065 125,182,824 D
Common Stock par value $0.001 11/13/2020 S 250,000 D $ 0.3 124,932,824 D
Common Stock par value $0.001 12/22/2020 S 74,627 A $ 0.7 125,358,197 D
Common Stock par value $0.001 02/12/2021 D 1,800,000 ( 2 ) A $ 2.33 123,558,197 ( 4 ) I GreenBox POS LLC ( 3 )
Common Stock par value $0.001 03/15/2021 A 389 ( 6 ) A $ 12.84 20,593,422 D
Common Stock par value $0.001 04/15/2021 A 495 ( 6 ) A $ 10.1 20,593,917 D
Common Stock par value $0.001 05/15/2021 A 542 ( 6 ) A $ 9.22 20,594,459 D
Common Stock par value $0.001 05/21/2021 S 20,062 A $ 0.7 20,577,402 D
Common Stock par value $0.001 06/15/2021 A 343 ( 6 ) A $ 14.6 20,577,745 D
Common Stock par value $0.001 07/15/2021 A 482 ( 6 ) A $ 10.37 20,578,227 D
Common Stock par value $0.001 08/16/2021 A 647 ( 6 ) A $ 7.73 20,578,874 D
Common Stock par value $0.001 08/26/2021 P 280 A $ 8.67 20,579,154 D
Common Stock par value $0.001 08/26/2021 P 837 A $ 8.75 20,579,991 D
Common Stock par value $0.001 08/26/2021 P 971 A $ 8.75 20,580,962 D
Common Stock par value $0.001 08/26/2021 P 192 A $ 8.75 20,581,154 D
Common Stock par value $0.001 09/01/2021 P 7 A $ 9.47 20,581,161 D
Common Stock par value $0.001 09/15/2021 A 496 ( 6 ) A $ 10.09 20,581,657 D
Common Stock par value $0.001 10/15/2021 A 659 ( 6 ) A $ 7.59 20,582,316 D
Common Stock par value $0.001 ( 7 ) 11/24/2021 D 1,000,000 A $ 5.59 19,582,316 I GreenBox POS LLC
Common Stock par value $0.001 ( 8 ) 01/20/2022 A 758 A $ 6.6 19,583,074 D
Common Stock par value $0.001 ( 8 ) 01/20/2022 A 1,008 A $ 4.96 19,584,082 D
Common Stock par value $0.001 ( 9 ) 01/27/2022 A 3,513 A $ 4.27 19,587,595 D
Common Stock par value $0.001 ( 10 ) 03/15/2022 A 1,481 A $ 2.43 19,589,076 D
Common Stock par value $0.001 ( 11 ) 04/27/2022 A 3,354 A $ 3.4 19,600,614 D
Common Stock par value $0.001 05/23/2022 P 4,800 A $ 2.05 19,605,414 D
Common Stock par value $0.001 06/13/2022 P 80 A $ 1.99 19,605,494 D
Common Stock par value $0.001 06/16/2022 P 600 A $ 1.43 19,606,094 D
Common Stock par value $0.001 06/16/2022 P 600 A $ 1.43 19,606,694 D
Common Stock par value $0.001 06/16/2022 P 400 A $ 1.43 19,607,094 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
Stock Options ( 1 ) $ 0.065 11/04/2020 M 500,000 06/24/2020 06/24/2025 Common Stock, par value $0.001 500,000 $ 0 0 D
Stock Options $ 1.01 12/01/2020 A 500,000 12/01/2020 06/01/2026 Common Stock, par value $0.001 500,000 $ 0 500,000 ( 5 ) D
Stock Options $ 13.31 06/02/2021 A 3,005 06/02/2021 06/01/2026 Common Stock, par value $0.001 3,005 $ 0 86,338 D
Stock Options $ 3.66 04/13/2022 A 8,184 10/13/2022 10/13/2027 Common Stock, par value $0.001 8,184 $ 0 94,522 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nisan Fredi
3131 CAMINO DEL RIO NORTH
SUITE 1400
SAN DIEGO, CA92108
X Chief Executive Officer
Signatures
/s/ Fredi Nisan 05/30/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Nisan did a cashless exercise of his 500,000 stock options granted on 6/24/2020, 52,420 of which were used to pay the exercise price.
( 2 )The reporting party indirectly sold 1.8 million shares to RYVYL Inc. with a purchase price based on the value of the shares as of the date on which the transaction was agreed.
( 3 )The reporting person serves as a managing member of GreenBox POS LLC.
( 4 )The Company effected a reverse stock split of 1:6 on February 17, 2021. As a result, Mr. Nisan's 123,558,197 shares of common stock became 20,593,033 shares of common stock.
( 5 )The Company effected a reverse stock split of 1:6 on February 17, 2021. As a result, Mr. Nisan's 500,000 stock options became 83,333 stock options.
( 6 )Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of each month calculated based on the closing price of our Common Stock on that date or the next trading day.
( 7 )The reporting person indirectly sold one million shares to RYVYL Inc. with a purchase price based on the value of the shares as of the date on which the transaction was agreed.
( 8 )Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter in the number based on the closing price of our Common Stock on that date or the next trading day. The issuances for November 2021 and December 2021 were delayed.
( 9 )The Board of Directors of the Company granted Mr. Nisan 3,513 shares of Common Stock pursuant to the Company's 2021 Restricted Stock Plan as compensation for serving as a Director of the Company during Q1 2022, whereby 1/3 of the shares granted vest immediately upon issuance, an additional 1/3 of the shares shall vest each month thereafter, and all shares vest fully on March 15, 2022.
( 10 )Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company based on the closing price of our Common Stock on that date or the next trading day. The Board of Directors of the Company granted shares valued at $3,600 in a March issuance that will be applied against Q2 issuances.
( 11 )Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter calculated based on the closing price of our Common Stock on that date or the next trading day, whereby 1/3 of the shares granted shall vest 6 months after issuance and an additional 1/3 of the shares shall vest each month thereafter.

Remarks:
See continuance of amended transactions on Form 4 filed on the same day.

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