Sec Form 4 Filing - MERKATZ ANDREW @ Tapinator, Inc. - 2019-08-21

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 MERKATZ ANDREW 2. Issuer Name and Ticker or Trading Symbol Tapinator, Inc. [ TAPM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CFO (Last) (First) (Middle) C/O TAPINATOR, INC., 110 WEST 40TH ST., SUITE 1902 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2019 (Street) NEW YORK, NY10018 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 08/21/2019 M 277,777 A 2,727,152 D Common Stock 09/21/2019 M 277,778 A 3,004,930 D Common Stock 09/30/2019 D 555,555 D 2,449,375 D Common Stock 2,551,625 I Children's Trust ( 3 )

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 Restricted Stock Unit ( 1 ) 08/21/2019 M 277,777 ( 4 ) ( 4 ) Common Stock 277,777 $ 0 4,722,223 D Restricted Stock Unit ( 1 ) 09/21/2019 M 277,778 ( 4 ) ( 4 ) Common Stock 277,778 $ 0 4,444,445 D Restricted Stock Unit ( 1 ) 09/30/2019 D 4,444,445 ( 4 ) ( 4 ) Common Stock 4,444,445 ( 2 ) 0 D Stock Option (right to buy) $ 0.06 09/30/2019 A 5,000,000 ( 5 ) 09/30/2029 Common Stock 5,000,000 $ 0 5,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERKATZ ANDREW C/O TAPINATOR, INC. 110 WEST 40TH ST., SUITE 1902 NEW YORK, NY10018 X President and CFO Signatures /s/ ANDREW PHILLIP MERKATZ 10/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert into common stock on a one-for-one basis. ( 2 )Represents (i) the repurchase by the Issuer of undelivered common stock underlying 555,555 vested restricted stock units and (ii) the cancellation of the remaining 4,444,445 unvested restricted stock units. As consideration for the repurchase and cancellation of the shares of common stock and restricted stock units, respectively, the Reporting Person received (i) an option to purchase 5,000,000 shares of common stock (the same amount underlying the restricted stock units at the initial date of grant) at a per share exercise price of $0.06 and (ii) a one-time cash payment of $25,000. ( 3 )Comprised of (i) 1,278,000 shares of common stock held by Lucienne Merkatz 2013 Trust, a trust for the benefit of one of the Reporting Person's children and (ii) 1,273,625 shares of common stock held by Sebastian Merkatz 2013 Trust, a trust for the benefit of one of the Reporting Person's children. The Reporting Person is a neither the trustee nor the beneficiary of either trust and disclaims beneficial ownership of these shares. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 4 )On February 21, 2018, the Reporting Person was granted 5,000,000 restricted stock units, which began vesting ratably in 18 equal monthly installments on August 21, 2019. ( 5 )This stock option vests as follows: (i) 50% in three substantially equal installments (with the first two installments rounded down for any fractional shares) on the last day of October, November, and December in 2019 (with the third installment including any fractional shares that were rounded down from the first and second installments) and (ii) the remaining 50% in 12 substantially equal installments (with the first 11 installments rounded down for any fractional shares) on the last day of each month in 2020 (with the 12th installment including any fractional shares that were rounded down from the first 11 installments).

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.