SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Murphy Edward H
(Last) (First) (Middle)
1317 EDGEWATER DR #1880
(Street)
ORLANDO FL 32804
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IZEA Worldwide, Inc. [ IZEA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/31/2022 M 5,382 A $0 772,078 D
Common Stock 12/31/2022 M 1,820 A $0 773,898 D
Common Stock 12/31/2022 M 414 A $0 774,312 D
Common Stock 12/31/2022 M 446 A $0 774,758 D
Common Stock 12/31/2022 M 742 A $0 775,500 D
Common Stock 12/31/2022 M 1,095 A $0 776,595 D
Common Stock 12/31/2022 M 408 A $0 777,003 D
Common Stock 12/31/2022 M 748 A $0 777,751 D
Common Stock 12/31/2022 M 4,167 A $0 781,918 D
Common Stock 12/31/2022 M 761 A $0 782,679 D
Common Stock 12/31/2022 F 5,975(1) D $0.543 776,704 D
Common Stock 13,127 I By Dogfish Ventures LLLP(2)
Common Stock 3 I By Spouse
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units (3) 12/31/2022 M 5,382 08/31/2019 (4) Common Stock 5,382 $0 37,671 D
Restricted Stock Units (3) 12/31/2022 M 1,820 04/30/2020 (5) Common Stock 1,820 $0 5,460 D
Restricted Stock Units (3) 12/31/2022 M 414 05/31/2020 (6) Common Stock 414 $0 1,656 D
Restricted Stock Units (3) 12/31/2022 M 446 08/31/2020 (7) Common Stock 446 $0 3,122 D
Restricted Stock Units (3) 12/31/2022 M 742 11/30/2020 (8) Common Stock 742 $0 7,420 D
Restricted Stock Units (3) 12/31/2022 M 1,095 04/30/2022 (9) Common Stock 1,095 $0 29,552 D
Restricted Stock Units (3) 12/31/2022 M 408 05/31/2022 (10) Common Stock 408 $0 11,407 D
Restricted Stock Units (3) 12/31/2022 M 748 11/30/2022 (11) Common Stock 748 $0 23,965 D
Restricted Stock Units (3) 12/31/2022 M 4,167 08/27/2022 (12) Common Stock 4,167 $0 179,165 D
Restricted Stock Units (3) 12/31/2022 M 761 12/31/2022 (13) Common Stock 761 $0 26,626 D
Explanation of Responses:
1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations upon vesting of the Restricted Stock Units.
2. Edward Murphy, as a partner of Dogfish Ventures LLLP, has voting power and investment power over the securities held by Dogfish Ventures LLLP.
3. Each Restricted Stock Unit represents a contingent right to receive at settlement one share of Issuer common stock.
4. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 29, 2019 and vest in 48 equal monthly installments commencing on the grant date and on the last day of each succeeding month thereafter.
5. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 3, 2020 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.
6. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 31, 2020 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.
7. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 31, 2020 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.
8. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on November 30, 2020 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.
9. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 1, 2022 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.
10. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 19, 2022 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.
11. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 16, 2022, and vest 1/12th cliff vesting on November 30, 2022 then in equal monthly installments over the next 33 months.
12. This Option was issued under the Issuer's May 2011 Equity Incentive Plan on August 27, 2022, pursuant to the reporting person's employment agreement and vests in 48 equal monthly installments commencing on the grant date and on the last day of each succeeding month thereafter.
13. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on November 18, 2022, and vest in equal monthly installments over 12 months.
Remarks:
By: /s/ Peter J. Biere as attorney-in-fact for Edward H. Murphy 01/04/2023
** 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 4 (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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