Sec Form 3 Filing - Nelson Daniel D @ Signing Day Sports, Inc. - 2023-11-13

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 Nelson Daniel D 2. Issuer Name and Ticker or Trading Symbol Signing Day Sports, Inc. [ SGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O SIGNING DAY SPORTS, INC., 8355 EAST HARTFORD RD., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2023 (Street) SCOTTSDALE, AZ85255 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 29,851 I By Nelson Revocable Living Trust ( 1 )

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 6% Convertible Unsecured Promissory Note ( 2 ) ( 2 ) 10/15/2024( 2 ) Common Stock $ 1,500,000 ( 2 ) I By Nelson Revocable Living Trust ( 1 ) Employee Stock Option (Right to Buy) $ 3.1 09/28/2022 09/28/2032 Common Stock 30,000 D Employee Stock Option (Right to Buy) $ 3.1 09/28/2022 09/28/2032 Common Stock 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nelson Daniel D C/O SIGNING DAY SPORTS, INC. 8355 EAST HARTFORD RD., SUITE 100 SCOTTSDALE, AZ85255 X CEO and Chairman Signatures /s/ Daniel D. Nelson 11/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held by the Nelson Revocable Living Trust, of which the reporting person is a co-trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 2 )Prior to the maturity date, the 6% Convertible Unsecured Promissory Note (the "Note") will be convertible at the holder's option at a conversion price per share equal to the price per share determined by dividing $25 million by the number of outstanding shares of the Issuer. The Note will also be automatically converted under a mandatory conversion provision into shares upon the consummation of an initial public offering ("IPO") and the listing of the common stock. In the event of a conversion of the Note into shares of common stock, all accrued interest on the principal subject to such conversion shall be waived. Pursuant to a settlement notice issued to the holder of the Note, the holder of the Note will be issued a number of shares of common stock upon conversion of the Note in the amount that would be applicable as if the principal under the Note had been increased to 110% of the outstanding principal.

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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