Sec Form 4 Filing - ALIKSANYAN ALEX @ Nestbuilder.com Corp. - 2022-02-07

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 ALIKSANYAN ALEX 2. Issuer Name and Ticker or Trading Symbol Nestbuilder.com Corp. [ NBLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 201 W. PASSAIC STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2022 (Street) ROCHELLE PARK, NJ07662 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( 1 ) 02/07/2022 A 275,000 A $ 0.09( 1 ) 368,322( 2 ) D Common Stock 02/07/2022 C( 3 ) 93,322 A $ 0.07 368,322 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 Convertible Promissory Note $ 0.07( 3 ) 02/07/2022 C 12/31/2021 07/31/2022 Common Stock 93,322 $ 6,102 $ 0 D Common Stock Purchase Warrant( 1 ) $ 0.09( 4 ) 02/07/2022 A 2,525,000 ( 4 ) ( 4 ) Common Stock 2,525,000 ( 1 ) 2,525,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ALIKSANYAN ALEX 201 W. PASSAIC STREET, SUITE 301 ROCHELLE PARK, NJ07662 X CEO Signatures Alex Aliksanyan 02/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The grant of both the restricted Common Stock and the Common Stock Purchase Warrant was made in consideration of services to be rendered by the Reporting Person to the Issuer and other consideration set forth in a settlement agreement between the Reporting Person and the Issuer.The restricted Common Stock vests over eight equal quarterly installments, subject to acceleration as set forth in a Restricted Stock Award Agreement.The Common Stock Purchase Warrant vests and becomes exercisable as follows: 1/4 of the underlying shares vest one year from the issue date, and, thereafter, 1/12 of the remaining underlying shares vest on a monthly basis, subject to acceleration as set forth in the Common Stock Purchase Warrant. ( 2 )Includes 93,322 shares of Common Stock issued to the Reporting Person on February 7, 2022 pursuant to the conversion of a 10% senior convertible promissory note with total principal and accrued but unpaid interest of $6,532.48. ( 3 )Each share of Common Stock was issued to the Reporting Person upon conversion of a 10% senior convertible promissory note with total principal and accrued but unpaid interest of $6,532.48. ( 4 )The Common Stock Purchase Warrant is exercisable by the Reporting Person, to the extent vested, for a period of five years from the date of issuance, into shares of common stock of the Issuer, subject to a 9.99% beneficial ownership limitation, at an exercise price of $0.09 per share or by a cashless exercise according to the formula set forth in the Warrant.

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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