Sec Form 4 Filing - STOLLER STUART @ Ipsidy Inc. - 2022-03-21

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 STOLLER STUART 2. Issuer Name and Ticker or Trading Symbol Ipsidy Inc. [ AUID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O IPSIDY INC., 670 LONG BEACH BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2022 (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 03/21/2022 A 155( 1 ) A $ 3.22 82,239 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 Senior Secured Convertible Note $ 3.7 03/21/2022 A 03/21/2022 03/21/2025 Common Stock, $0.0001 par value per share 13,514 $ 50,000 13,514 D Stock Options( 3 ) $ 7.2 05/05/2021 05/05/2031 Common Stock, $0.0001 par value per share 100,000 100,000 D Stock Options( 2 ) $ 2.775 10/07/2020 10/07/2030 Common Stock, $0.0001 par value per share 83,333 83,333 D Stock Options $ 3 01/31/2017 01/31/2027 Common Stock, $0.0001 par value per share 166,667 166,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STOLLER STUART C/O IPSIDY INC. 670 LONG BEACH BLVD. LONG BEACH, NY11561 Chief Financial Officer Signatures /s/ Stuart Stoller 03/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon acquiring the Senior Secured Convertible Note, the reporting person was issued an origination fee in shares of common stock equal to 1.0% of the original principal amount of the reporting person's Senior Secured Convertible Notes with the value of each such share being the arithmetic average of the volume weighted average price of the Common Stock for each of the ten trading days immediately preceding the effective date. ( 2 )The Stock Options vest with respect to one-third of the shares of common stock on each of October 7, 2021, 2022 and 2023 subject to Mr. Stoller's continued employment. ( 3 )Shares of common stock underlying the stock options vest one third on each anniversary of grant subject to continued service to Ipsidy Inc. and subject to a prior Change of Control.

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.