Sec Form 4 Filing - FLOOD BRENDAN @ Staffing 360 Solutions, Inc. - 2020-10-26

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 FLOOD BRENDAN 2. Issuer Name and Ticker or Trading Symbol Staffing 360 Solutions, Inc. [ STAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O STAFFING 360 SOLUTIONS, INC., 641 LEXINGTON AVE, 27TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2020 (Street) NEW YORK, NY10022 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, $0.00001 par value per share 10/26/2020 A 300,000 ( 1 ) A $ 0 517,719 D Common Stock, $0.00001 par value per share 12/30/2020 C 27,024 A $ 0 544,743 D Common Stock, $0.00001 par value per share 12/31/2020 M 40,000 A $ 0 584,743 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 Preferred Stock, $0.00001 par value per share ( 2 ) 12/30/2020 C 1,039,380 05/29/2015 12/30/2020 Common Stock 27,024 $ 0 544,743 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLOOD BRENDAN C/O STAFFING 360 SOLUTIONS, INC. 641 LEXINGTON AVE, 27TH FLOOR NEW YORK, NY10022 X Chairman and CEO Signatures Brendan Flood 03/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-third of the restricted shares fully vested upon the successful extensions of certain credit agreements, and one-third of the restricted shares fully vested on the date that the company raised more than $2,000,000 in an equity offering. One-third of the restricted shares shall vest on the date the company first satisfies the minimum stockholders equity requirements of the NASDAQ exchange, provided that Mr. Flood is employed by or providing services to the Company through the vesting date, and subject to the terms and conditions of the Staffing 360 Solutions, Inc. 2020 Omnibus Incentive Plan and the Company's standard form of Restricted Stock Award Agreement. ( 2 )Shares of the Series A Preferred Stock were convertible into shares of common stock at the holder"s election at any time prior to December 31, 2020 (the "Redemption Date"), at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the Holder elects to convert. Originally the redemption date was December 31, 2018 and this was extended to December 31, 2020 in January 2019.

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).

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