SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/30/2018 | 3. Issuer Name and Ticker or Trading Symbol Tapinator, Inc. [ TAPM ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,449,375 | D | |
Common Stock | 2,551,625 | I | Children's Trust(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Options to Purchase Common Stock | (2) | 05/11/2027 | Common Stock | 1,500,000 | 0.11 | D | |
Restricted Stock Unit | (3) | (3) | Common Stock | 5,000,000 | 0.0000 | D |
Explanation of Responses: |
1. Comprised of (i) 1,278,000 shares of common stock held by Lucienne Merkatz 2013 Trust, a trust for the benefit of one of Mr. Merkatz' s children and (ii) 1,273,625 shares of common stock held by Sebastian Merkatz 2013 Trust, a trust for the benefit of one of Mr. Merkatz' s children. The Reporting Person is a neither the trustee nor the beneficiary of either trust and disclaims beneficial ownership of these shares. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
2. This grant began vesting on June 30, 2017 and shall continue to become exercisable ratably in quarterly installments over the next three years thereafter at an exercise price of $0.11. The Reporting Person must continue to be an employee of the Issuer as of each vesting date. |
3. This grant will begin vesting on August 21, 2019 and will vest ratably in monthly installments over the next eighteen months thereafter. The Reporting Person must continue to be an employee of the Issuer as of each vesting date. |
Remarks: |
The Reporting Person has elected to begin making Section 16 filings as of the date hereof and in connection with the filing of a registration statement on Form S-1 by the Issuer as of the date hereof. |
/s/ Andrew Phillip Merkatz | 04/30/2018 | |
** Signature of Reporting Person | Date | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |