SEC FORM 3

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^*

HITCHCOCK LEANN C

(Last)

(First)

(Middle)

480 NORTH ORLANDO AVENUE

SUITE 200

(Street)

WINTER PARK

32789

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2016

3. Issuer Name and Ticker or Trading Symbol
IZEA, Inc. [ IZEA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	1,277	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option (Right to Buy)	⁽¹⁾	06/08/2017	Common Stock	125	$72	D
Option (Right to Buy)	⁽²⁾	03/01/2023	Common Stock	125	$5	D
Option (Right to Buy)	⁽³⁾	05/20/2019	Common Stock	5,000	$5.4	D
Option (Right to Buy)	⁽⁴⁾	08/25/2019	Common Stock	20,000	$8	D
Option (Right to Buy)	⁽⁵⁾	12/01/2025	Common Stock	10,000	$8	D

Explanation of Responses:

1. These options to purchase shares were issued under the Issuer's May 2011 Equity Incentive Plan (the "Plan") and vested 25% on June 8, 2013, and then in 36 equal installments monthly over the following 36 months. The number of shares and exercise price reflect the 1-for-40 reverse stock split that was effected on July 31, 2012 and the 1-for-20 reverse stock split that was effected on January 11, 2016.

2. These options to purchase shares were issued on March 1, 2013 under the Plan and fully vested on March 1, 2014. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

3. These options to purchase shares were issued under the Plan and vest in 60 equal installments monthly over the 60 months following the grant date, May 20, 2013. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

4. These options to purchase shares were issued under the Plan and vested 25% on August 25, 2015, and then in 36 equal installments monthly over the following 36 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

5. These options to purchase shares were issued under the Plan and vest in 48 equal installments monthly over the 48 months following the grant date, December 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

	/s/ LeAnn C. Hitchcock	03/02/2016
	** 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).
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