SEC FORM 4

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

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)
06/30/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2023		M		1,346	A	$0	207,792⁽¹⁾	D
Common Stock	06/30/2023		M		112	A	$0	207,904	D
Common Stock	06/30/2023		M		186	A	$0	208,090	D
Common Stock	06/30/2023		M		274	A	$0	208,364	D
Common Stock	06/30/2023		M		102	A	$0	208,466	D
Common Stock	06/30/2023		M		187	A	$0	208,653	D
Common Stock	06/30/2023		M		1,042	A	$0	209,695	D
Common Stock	06/30/2023		M		190	A	$0	209,885	D
Common Stock	06/30/2023		M		325	A	$0	210,210	D
Common Stock	06/30/2023		M		139	A	$0	210,349	D
Common Stock	06/30/2023		F		1,462⁽²⁾	D	$2.42	208,887	D
Common Stock	06/30/2023		P		500	A	$1.8462	209,387	D
Common Stock								3,282	I	By Dogfish Ventures LLLP⁽³⁾
Common Stock								1	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			1,346	08/31/2019	⁽⁵⁾	Common Stock	1,346	$0	1,346⁽⁶⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			112	08/31/2020	⁽⁷⁾	Common Stock	112	$0	112⁽⁸⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			186	11/30/2020	⁽⁹⁾	Common Stock	186	$0	744⁽¹⁰⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			274	04/30/2022	⁽¹¹⁾	Common Stock	274	$0	5,754⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			102	05/31/2022	⁽¹³⁾	Common Stock	102	$0	2,244⁽¹⁴⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			187	11/30/2022	⁽¹⁵⁾	Common Stock	187	$0	4,870⁽¹⁶⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			1,042	08/27/2022	⁽¹⁷⁾	Common Stock	1,042	$0	38,538⁽¹⁸⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			190	12/31/2022	⁽¹⁹⁾	Common Stock	190	$0	5,517⁽²⁰⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			325	04/30/2023	⁽²¹⁾	Common Stock	325	$0	10,732⁽²²⁾	D
Restricted Stock Units	⁽⁴⁾	06/30/2023		M			139	05/31/2023	⁽²³⁾	Common Stock	139	$0	4,746⁽²⁴⁾	D

Explanation of Responses:

1. On June 16, 2023 the Issuer effected a 1-for-4 reverse stock split (the "Reverse Stock Split"). The number of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations upon vesting of the Restricted Stock Units.

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

4. Each Restricted Stock Unit represents a contingent right to receive at settlement one share of Issuer common stock.

5. 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.

6. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 5,382 RSUs to 1,346 RSUs.

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. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 446 RSUs to 112 RSUs.

9. 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.

10. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 2,968 RSUs to 744 RSUs.

11. 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.

12. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 22,986 RSUs to 5,754 RSUs.

13. 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.

14. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 8,963 RSUs to 2,244 RSUs.

15. 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.

16. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 19,473 RSUs to 4,870 RSUs.

17. 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.

18. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 154,163 RSUs to 38,538 RSUs.

19. 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.

20. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 22,061 RSUs to 5,517 RSUs.

21. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 14, 2023, pursuant to the reporting person's employment agreement and vest in thirty-six monthly installments.

22. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 42,924 RSUs to 10,732 RSUs.

23. These Restricted Stock Units were issued on May 26, 2023, under the Issuer's 2011 Equity Incentive Plan pursuant to the reporting person's employment agreement and vest in 12 equal monthly installments on the last day of each month.

24. As a result of the Reverse Stock Split, the Reporting Person's ownership of unvested restricted stock units ("RSUs") representing underlying shares of Common Stock, which were issued to the Reporting Person under the Issuer's 2011 Equity Incentive Plan, being reduced from 18,976 RSUs to 4,746 RSUs.

Remarks:

	By: /s/ Peter J. Biere as attorney-in-fact for Edward H. Murphy	07/03/2023
	** 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).
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