Sec Form 4 Filing - Errez Ben @ RYVYL Inc. - 2023-11-13

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Errez Ben
2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of Board of Directors
(Last) (First) (Middle)
3131 CAMINO DEL RIO NORTH, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2023
(Street)
SAN DIEGO, CA92108
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 par value $0.001 11/13/2023 F 84 ( 1 ) D $ 2.06 1,875,901 D
Common Stock par value $0.001 11/13/2023 F 83 ( 2 ) D $ 2.06 1,875,818 D
Common Stock par value $0.001 11/22/2023 A 2,427 ( 3 ) A $ 2.06 1,878,245 D
Common Stock par value $0.001 11/27/2023 A 80,000 ( 4 ) A $ 1.98 2,038,245 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 ( 5 ) $ 2.18 11/16/2023 A 80,000 12/31/2025 11/15/2028 Common Stock, Par value 80,000 $ 0 89,452 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Errez Ben
3131 CAMINO DEL RIO NORTH
SUITE 1400
SAN DIEGO, CA92108
X X Chairman of Board of Directors
Signatures
/s/ Jasmine Farrington Attorney-in-fact 11/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on May 1, 2023 for Q1 2023 compensation.
( 2 )Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on May 1, 2023 for Q2 2023 compensation.
( 3 )On November 15, 2023, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 2,427 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby the shares granted shall vest on 5/13/2024. The issuance for the grant occurred on November 22, 2023.
( 4 )On November 16, 2023, the Company granted Mr. Errez 80,000 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby 1/3 of the shares granted shall vest on December 31, 2023, an additional 1/3 of the shares granted shall vest each year thereafter, and all shares shall fully vest on December 31, 2025. The issuance for the grant occurred on November 27, 2023.
( 5 )On November 16, 2023, the Company granted Mr. Errez 80,000 stock options pursuant to the Company's 2023 Equity Incentive Plan, whereby 1/3 of the options granted shall vest on December 31, 2023, an additional 1/3 of the options granted shall vest each year thereafter, and all options shall fully vest on December 31, 2025.
( 6 )The Company effected a reverse stock split of 1:10 on September 6, 2023. As a result, Mr. Errez's 94,522 stock options became 9,452 stock options.

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