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^*

Murphy Edward H

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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	11,977	D
Common Stock	13,127	I	By Dogfish Ventures LLLP⁽¹⁾
Common Stock	3	I	By Spouse

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)	⁽²⁾	05/25/2017	Common Stock	6,250	$120	D
Option (Right to Buy)	⁽³⁾	05/25/2017	Common Stock	3,134	$120	D
Option (Right to Buy)	⁽⁴⁾	03/01/2023	Common Stock	25,000	$5	D
Option (Right to Buy)	⁽⁵⁾	03/01/2023	Common Stock	9,384	$5	D
Option (Right to Buy)	⁽⁶⁾	08/15/2023	Common Stock	219,949	$5	D
Option (Right to Buy)	⁽⁷⁾	09/09/2019	Common Stock	70,858	$7.3	D
Option (Right to Buy)	⁽⁸⁾	12/26/2024	Common Stock	40,000	$5.2	D
Option (Right to Buy)	⁽⁹⁾	04/01/2025	Common Stock	7,300	$7.8	D
Option (Right to Buy)	⁽¹⁰⁾	07/01/2025	Common Stock	3,108	$8.4	D
Option (Right to Buy)	⁽¹¹⁾	10/01/2025	Common Stock	3,307	$8	D
Option (Right to Buy)	⁽¹²⁾	11/30/2025	Common Stock	37,388	$7.8	D

Explanation of Responses:

1. Edward Murphy, as a partner of Dogish Ventures LLLP, has voting power and investment power over the securities held by Dogfish Ventures LLLP.

2. These options to purchase shares were issued under the Issuer's May 2011 Equity Incentive Plan (the "Plan") and vested 25% on May 25, 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.

3. These options to purchase shares were issued under the Plan and vested 2,351 shares on May 25, 2012, and then in 12 equal installments monthly over the following 12 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.

4. These options to purchase shares were issued under the Plan and vested in 36 equal installments monthly over the 36 months following the grant date, March 1, 2013. 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 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.

6. These options to purchase shares were issued under the Plan and vested 54,987 shares on August 15, 2013, and then in 48 equal installments monthly over the following 48 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

7. These options to purchase shares were issued under the Plan and vested 7,381 shares on September 9, 2014, and then in 43 equal installments monthly over the following 43 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

8. These options to purchase shares were issued under the Plan and vested 6,000 shares on December 26, 2014, and then in 41 equal installments monthly over the following 41 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

9. 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, April 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

10. 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, July 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

11. 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, October 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

12. 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, November 30, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

	By: /s/ LeAnn Hitchcock as attorney-in-fact for Edward H. Murphy	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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