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^*

McEwen David S

(Last)

(First)

(Middle)

500 N. CENTRAL EXPRESSWAY

SUITE 202

(Street)

PLANO

75074

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KonaTel, Inc. [ KTEL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

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

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								15,500,000	D
Common Stock	03/16/2023		M		187,500⁽²⁾	A	$0.22	15,687,500	D

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)
Option	$0.22							03/18/2018	03/18/2023	Common Stock	187,500⁽¹⁾		187,500	D
Option	$0.22							06/18/2018	06/18/2023	Common Stock	187,500⁽¹⁾		375,000	D
Option	$0.22							09/18/2018	09/18/2023	Common Stock	187,500⁽¹⁾		562,500	D
Option	$0.22							12/18/2018	12/18/2023	Common Stock	187,500⁽¹⁾		750,000	D
Option	$0.22							03/18/2019	03/18/2024	Common Stock	187,500⁽¹⁾		937,500	D
Option	$0.22							06/18/2019	06/18/2024	Common Stock	187,500⁽¹⁾		1,125,000	D
Option	$0.22							09/18/2019	09/18/2024	Common Stock	187,500⁽¹⁾		1,312,500	D
Option	$0.22							12/18/2019	12/18/2024	Common Stock	187,500⁽¹⁾		1,500,000	D
Option	$0.22	03/16/2023		M			187,500	03/18/2018	03/18/2023	Common Stock	187,500⁽²⁾	$0.22	1,312,500	D

Explanation of Responses:

1. Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder.

2. Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly-owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly-owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory options to acquire shares of the Company's Common Stock under the merger. On March 16, 2023, Mr. McEwen exercised his first tranche of 187,500 stock options for 187,500 shares of Common Stock, which were issued on March 20, 2023.

	/s/ D. Sean McEwen	03/20/2023
	** Signature of Reporting Person	Date
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