Sec Form 4 Filing - McEwen David S @ KonaTel, Inc. - 2024-03-15

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 McEwen David S 2. Issuer Name and Ticker or Trading Symbol KonaTel, Inc. [ KTEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 500 N. CENTRAL EXPRESSWAY, SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2024 (Street) PLANO, TX75074 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 16,250,000 D Common Stock 03/15/2024 M 187,500 ( 2 ) A $ 0.22 ( 3 ) 16,437,500 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 Option $ 0.22 03/18/2019 03/18/2024 Common Stock 187,500 ( 1 ) 187,500 D Option $ 0.22 06/18/2019 06/18/2024 Common Stock 187,500 ( 1 ) 375,000 D Option $ 0.22 09/18/2019 09/18/2024 Common Stock 187,500 ( 1 ) 562,500 D Option $ 0.22 12/18/2019 12/18/2024 Common Stock 187,500 ( 1 ) 750,000 D Option $ 0.22 03/15/2024 M 187,500 03/18/2019 03/18/2024 Common Stock 187,500 ( 2 ) $ 0.22 ( 3 ) 562,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McEwen David S 500 N. CENTRAL EXPRESSWAY SUITE 202 PLANO, TX75074 X X Chairman and CEO Signatures /s/ Sean McEwen 03/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. ( 2 )Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's Common Stock under the merger. On March 15, 2024, Mr. McEwen exercised his fifth tranche of 187,500 stock options for 187,500 shares of Common Stock. ( 3 )$41,250 exercise price, has been paid to the Company, effective March 15, 2024.

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