Sec Form 4 Filing - Broenniman Philip R @ Ipsidy Inc. - 2020-05-22

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
Broenniman Philip R
2. Issuer Name and Ticker or Trading Symbol
Ipsidy Inc. [ IDTY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President/COO
(Last) (First) (Middle)
C/O IPSIDY INC., 670 LONG BEACH BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2020
(Street)
LONG BEACH,, NY11561
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, $.0001 par value 5,182,412 ( 1 ) D
Common Stock, $.0001 par value 4,723,017 I See footnote ( 2 )
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 ( 3 ) $ 0.07 05/22/2020 A 16,666,666 05/22/2020 05/22/2025 Common Stock, $0.0001 par value per share 16,666,666 $ 0.07 16,666,666 D
Warrants $ 0.165 08/15/2018 08/15/2023 Common Stock, $0.0001 par value per share 350,000 350,000 D
Warrants $ 0.088 06/24/2019 06/23/2024 Common Stock, $0.0001 par value per share 262,500 262,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Broenniman Philip R
C/O IPSIDY INC.
670 LONG BEACH BLVD.
LONG BEACH,, NY11561
X President/COO
Signatures
/s/ Philip R. Broenniman 05/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes the right to acquire 1,500,000 shares of common stock at par value subject to the certain vesting criteria granted to Mr. Broenniman on March 6, 2020 pursuant to a Restricted Stock Purchase Agreement.
( 2 )Mr. Broenniman is the Managing Partner of Varana Capital, LLC ("Varana Capital"), which, in turn, is the investment manager of and has dispositive control over the shares held by Varana Capital Focused, LP. By virtue of these relationships, in addition to the shares he holds personally, Mr. Broenniman may be deemed to beneficially own the shares held by Varana Capital Focused, LP.
( 3 )On May 22, 2020, the Company granted Mr. Broenniman a Non-Statutory Option to acquire 16,666,666 shares of common stock at an exercise price of $0.07 per share with 3,333,333 shares vesting upon the grant of Non-Statutory Option, 5,333,333 shares vesting upon achieving certain performance conditions and 8,000,000 shares vesting upon achieving certain additional performance conditions.

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.