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^*

ELLENOFF DOUGLAS

(Last)

(First)

(Middle)

C/O ORBSAT CORP.

18851 NE 29TH AVE., SUITE 700

(Street)

AVENTURA,

33180

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2021

3. Issuer Name and Ticker or Trading Symbol
ORBSAT CORP [ OSAT ]

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

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

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, par value $0.0001	100,000⁽¹⁾	D
Common Stock, par value $0.0001	25,000	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 to purchase Common Stock, par value $0.0001	08/24/2021	08/24/2026	Common Stock	300,000	$5.35	D
Option to purchase Common Stock, par value $0.0001	08/24/2022	08/24/2027	Common Stock	150,000⁽²⁾	$5.35	D
Option to purchase Common Stock, par value $0.0001	08/24/2022	08/24/2027	Common Stock	250,000⁽³⁾	$5.35	D
Option to purchase Common Stock, par value $0.0001	08/24/2023	08/24/2028	Common Stock	150,000⁽²⁾	$5.35	D
Option to purchase Common Stock, par value $0.0001	08/24/2023	08/24/2028	Common Stock	250,000⁽³⁾	$5.35	D
Option to purchase Common Stock, par value $0.0001	08/24/2024	08/24/2029	Common Stock	150,000⁽²⁾	$5.35	D
Option to purchase Common Stock, par value $0.0001	08/24/2024	08/24/2029	Common Stock	250,000⁽³⁾	$5.35	D

Explanation of Responses:

1. Represents 100,000 shares of restricted common stock granted pursuant to that certain Employment Agreement, dated August 24, 2021, by and between the Company and the Reporting Person (the "Employment Agreement") and evidenced by a Restricted Stock Agreement, of which 40,000 shares vested immediately upon issuance on September 9, 2021, with an additional 20,000 shares of restricted stock to be issued and to vest on each of August 24, 2022, August 24, 2023 and August 24, 2024. Vesting conditioned on the Reporting Person serving on the Board of Directors at any time during the year in which the restricted stock is to vest.

2. Option granted pursuant to the Employment Agreement and evidenced by a Stock Option Agreement. Option will vest subject to the Employment Agreement remaining in full force and effect on the vesting date.

3. Option granted pursuant to the Employment Agreement and evidenced by a Stock Option Agreement. Option will vest subject to (a) the Employment Agreement remaining in full force and effect on the vesting date, and (b) the satisfaction of certain performance criteria set forth in the Employment Agreement.

	/s/ Douglas Ellenoff	09/15/2021
	** 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.
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