Sec Form 3 Filing - Hartje Karen @ Sezzle Inc. - 2021-06-11

FORM 3 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 Hartje Karen 2. Issuer Name and Ticker or Trading Symbol Sezzle Inc. [ SZL.AX] 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) 251 1ST AVENUE N, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2021 (Street) MINNEAPOLIS, MN55401 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, $.00001 par value 39,245 ( 1 ) 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 (right to buy) $ 0.05 ( 2 ) 08/25/2028 Common Stock 1,735,000 D Stock Options (right to buy) $ 0.84 ( 3 ) 07/26/2029 Common Stock 500,000 D Stock Options (right to buy) $ 1.37 ( 4 ) 05/22/2030 Common Stock 390,625 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hartje Karen 251 1ST AVENUE N SUITE 200 MINNEAPOLIS, MN55401 Chief Financial Officer Signatures /s/ Don McConnell, as Attorney-in-Fact 06/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 39,245 Restricted Stock Units ("RSU"). Each RSU represents the right to receive one share of Common Stock. ( 2 )1,337,395 shares are currently vested, the remainder vests in equal installments monthly, being fully vested on 8/26/2022. ( 3 )229,167 shares are currently vested, the remainder vests in equal installments monthly, being fully vested on 7/27/2023. ( 4 )Represents the portion of a stock option for which performance conditions have been satisfied, to vest on January 1, 2023. The remaining 781,250 shares will vest on January 1, 2023 to the extent the applicable performance conditions have been satisfied.

Remarks: Exhibit 24.1 Power of Attorney attached hereto.

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).

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