Sec Form 3 Filing - Peymani Keyvan @ Versus Systems Inc. - 2024-01-01

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

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 Peymani Keyvan 2. Issuer Name and Ticker or Trading Symbol Versus Systems Inc. [ VS, VSSYW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VERSUS SYSTEMS INC., 1558 WEST HASTINGS STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) VANCOUVER,, A1V6G3J4 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 Shares 592 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 ( 1 ) $ 604.8 ( 8 ) ( 9 ) ( 1 ) 04/02/2024 Common Shares 391 ( 8 ) D Stock Options ( 2 ) $ 1,087.2 ( 8 ) ( 10 ) ( 2 ) 09/27/2024 Common Shares 52 ( 8 ) D Stock Options ( 3 ) $ 715.2 ( 8 ) ( 11 ) ( 3 ) 07/24/2025 Common Shares 8 ( 8 ) D Stock Options ( 4 ) $ 715.2 ( 8 ) ( 11 ) ( 4 ) 07/31/2025 Common Shares 21 ( 8 ) D Stock Options ( 5 ) $ 1,008 ( 8 ) ( 5 ) 08/19/2026 Common Shares 150 ( 8 ) D Stock Options ( 6 ) $ 96 ( 8 ) ( 6 ) 08/17/2027 Common Shares 308 ( 8 ) D Stock Options ( 7 ) $ 14.4 ( 8 ) ( 7 ) 02/13/2028 Common Shares 2,000 ( 8 ) D Warrants $ 460.8 02/28/2022 02/28/2027 Common Shares 260 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peymani Keyvan C/O VERSUS SYSTEMS INC. 1558 WEST HASTINGS STREET VANCOUVER,, A1V6G3J4 X Signatures /s/ Keyvan Peymani 02/28/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options reported herein were granted to the reporting person by Versus Systems Inc. (the "Issuer") on April 2, 2019. All of the options have vested as of the date hereof. ( 2 )The options reported herein were granted to the reporting person by the Issuer on September 27, 2019. All of the options have vested as of the date hereof. ( 3 )The options reported herein were granted to the reporting person by the Issuer on July 24, 2020. These options vested on January 20, 2021 following the Issuer's listing on the Nasdaq Capital Market. ( 4 )The options reported herein were granted to the reporting person by the Issuer on July 31, 2020. All of the options have vested as of the date hereof. ( 5 )The options reported herein were granted to the reporting person by the Issuer on August 19, 2021. These options vest in installments, beginning on the first anniversary of the date of grant, when 1/4 of such options vested, after which the remaining unvested options vest in equal monthly installments over 36 months. As of the date of this report, 94 of the options have vested. ( 6 )The options reported herein were granted to the reporting person by the Issuer on August 17, 2022. These options vest in equal monthly installments over 48 months beginning on the date of grant. As of the date of this report, 120 of the options have vested. ( 7 )The options reported herein were granted to the reporting person by the Issuer on February 13, 2023. These options vest in equal monthly installments over 24 months beginning on the date of grant. As of the date of this report, 1,058 of the options have vested. ( 8 )The amount of securities reported herein reflects the 1-for-16 reverse stock split effected by the Issuer on December 28, 2023. ( 9 )The exercise price reported herein was converted from Canadian dollars to United States dollars at a conversion rate of 1.3344 Canadian dollars per United States dollar. ( 10 )The exercise price reported herein was converted from Canadian dollars to United States dollars at a conversion rate of 1.3249 Canadian dollars per United States dollar. ( 11 )The exercise price reported herein was converted from Canadian dollars to United States dollars at a conversion rate of 1.3421 Canadian dollars per United States dollar.

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 Violati ons. 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.