Sec Form 4 Filing - Smith Debra @ CERBERUS CYBER SENTINEL CORP - 2021-12-31

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 Debra 2. Issuer Name and Ticker or Trading Symbol CERBERUS CYBER SENTINEL CORP [ CISO] 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) 6900 E. CAMELBACK ROAD, SUITE 240 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) SCOTTSDALE,, AZ85251 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

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 Option (Right to Buy) $ 5 12/31/2021 A 5,000 ( 1 ) 12/31/2031 Common Stock, par value $0.00001 5,000 $ 0 5,000 D Stock Option (Right to Buy) $ 2 01/14/2022 A 500,000 ( 2 ) 01/14/2032 Common Stock, par value $0.00001 500,000 $ 0 500,000 D Stock Option (Right to Buy) $ 2 08/22/2022 D( 3 ) 500,000 ( 2 )( 3 ) 08/22/2032 Common Stock, par value $0.00001 500,000 ( 3 ) 500,000 D Stock Option (Right to Buy) $ 3.02 08/22/2022 A( 3 ) 500,000 ( 2 )( 3 ) 08/22/2032 Common Stock, par value $0.00001 500,000 ( 3 ) 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Debra 6900 E. CAMELBACK ROAD, SUITE 240 SCOTTSDALE,, AZ85251 Chief Financial Officer Signatures /s/ Debra L. Smith 03/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2021, the Reporting Person was granted stock options exercisable for 5,000 shares of common stock (the "2021 Options"). The 2021 Options will vest with respect to 25% of the underlying shares on December 31, 2022, and thereafter at a rate of 1/36 per month. ( 2 )On January 14, 2022, the Reporting Person was granted stock options exercisable for 500,000 shares of common stock (the "2022 Options"). The 2022 Options will vest with respect to 30% of the underlying shares on January 31, 2023, and thereafter at a rate of 1/24 per month. ( 3 )The transactions reported herein reflect a repricing of the 2022 Options effective on August 22, 2022, resulting in the cancellation of the 2022 Options and the grant of replacement options. The exercise price of the 2022 Options was increased from $2.00 to $3.02 per share. All of the other terms of the 2022 Options remain the same, including without limitation, the number of shares underlying the 2022 Options, the vesting period of the 2022 Options, and the expiration date of the 2022 Options.

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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