Sec Form 4 Filing - SMITH THOMAS P @ WRAP TECHNOLOGIES, INC. - 2021-09-01

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

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1. Name and Address of Reporting Person SMITH THOMAS P 2. Issuer Name and Ticker or Trading Symbol WRAP TECHNOLOGIES, INC. [ WRAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O WRAP TECHNOLOGIES, INC., 1817 W 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2021 (Street) TEMPE, AZ85281 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 09/01/2021 M 19,951 A $ 4.26 19,951 D Common Stock 09/01/2021 S 19,951 D $ 7.33 ( 1 ) 0 D Common Stock 09/02/2021 M 32,084 A $ 4.26 32,084 D Common Stock 09/02/2021 S 32,084 D $ 7.14 ( 2 ) 0 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 $ 4.26 09/01/2021 M 19,951 ( 3 ) 04/01/2030 Common Stock 19,951 $ 0 90,242 D Stock Options $ 4.26 09/02/2021 M 32,084 ( 3 ) 04/01/2030 Common Stock 32,084 $ 0 58,158 D Stock Options $ 5.41 ( 4 ) 03/18/2024 Common Stock 1,000,000 1,000,000 D Stock Options $ 5.22 ( 5 ) 03/08/2031 Common Stock 400,000 400,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH THOMAS P C/O WRAP TECHNOLOGIES, INC. 1817 W 4TH STREET TEMPE, AZ85281 X CHIEF EXECUTIVE OFFICER Signatures /s/ James A. Barnes, Attorney-in-Fact 09/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple sales prices ranging from $7.25 to $7.50. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transactions were effected. ( 2 )This transaction was executed in multiple sales prices ranging from $7.06 to $7.26. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transactions were effected. ( 3 )33% of the Stock Option grant for 110,193 shares vested on April 1, 2021, the one-year anniversary of the grant date, with the balance vesting monthly over 24 months thereafter. All options will be fully vested as of April 1, 2023, subject to continued service and the terms of the grant and the 2017 Stock Incentive Plan. ( 4 )33% of the Stock Option grant for 1,000,000 shares vested March 18, 2020, the one-year anniversary of the grant date, with the balance vesting monthly over 24 months thereafter. All options will be fully vested as of March 18, 2022, subject to continued service and the terms of the grant and the 2017 Stock Incentive Plan. ( 5 )33% of the Stock Option grant for 400,000 shares will vest on March 8, 2022, the one-year anniversary of the grant date, with the balance vesting monthly over 24 months thereafter. All options will be fully vested as of March 8, 2024, subject to continued service and the terms of the grant and the 2017 Stock Incentive Plan.

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).

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