Sec Form 4 Filing - BRANNON KELYN @ ASURE SOFTWARE INC - 2020-01-27

Insider filing report for Changes in Beneficial Ownership
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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
BRANNON KELYN
2. Issuer Name and Ticker or Trading Symbol
ASURE SOFTWARE INC [ ASUR]
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)
3700 N. CAPITAL OF TEXAS HWY, #350
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2020
(Street)
AUSTIN, TX78746
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 01/27/2020 A 60,000 A $ 0 ( 1 ) 70,000 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 Option (Option to Buy) $ 12.61 01/27/2020 D 100,000 ( 2 ) 10/02/2021 Common Stock 100,000 ( 3 ) 110,000 D
Stock Option (Option to Buy) $ 14.2 01/27/2020 D 50,000 ( 2 ) 12/15/2022 Common Stock 50,000 ( 4 ) 60,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRANNON KELYN
3700 N. CAPITAL OF TEXAS HWY
#350
AUSTIN, TX78746
Chief Financial Officer
Signatures
Kelyn Brannon 01/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 27, 2020, the issuer canceled, pursuant to the issuer's option exchange program, options granted to the reporting person on October 2, 2017 and May 16, 2018. In exchange for the options, the reporting person received a grant of restricted stock units that vest over three years, with the first installment vesting on the first anniversary of the option exchange, and the remainder vesting quarterly thereafter, subject to certain stock price performance goals as described in Section 9 of Offer to Exchange filed with the SEC on December 16, 2020.
( 2 )The canceled option provided for vesting in four equal annual installments.
( 3 )On January 27, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on October 2, 2017. In exchange for the option, the reporting person received a grant of restricted stock units.
( 4 )On January 27, 2020, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 16, 2018. In exchange for the option, the reporting person received a grant of restricted stock units.

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