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^*

Zipp Brandon Joel

(Last)

(First)

(Middle)

200 PARK AVENUE, SUITE 400

(Street)

CLEVELAND,

44122

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MALACHITE INNOVATIONS, INC. [ MLCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021

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)

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)
Stock Option (Right to Buy)	$4.2	12/10/2021⁽⁷⁾		D			2,500	03/11/2013⁽¹⁾	03/11/2023	Common Stock	2,500	$0.00	0	D
Stock Option (Right to Buy)	$4.4	12/10/2021⁽⁷⁾		D			7,500	03/12/2013⁽²⁾	03/12/2023	Common Stock	7,500	$0.00	0	D
Stock Option (Right to Buy)	$4.2	12/10/2021⁽⁷⁾		D			15,000	04/03/2014⁽³⁾	04/03/2024	Common Stock	15,000	$0.00	0	D
Stock Option (Right to Buy)	$3.4	12/10/2021⁽⁷⁾		D			20,000	01/01/2015⁽⁴⁾	01/01/2025	Common Stock	20,000	$0.00	0	D
Stock Option (Right to Buy)	$2.1	12/10/2021⁽⁷⁾		D			20,000	05/21/2015⁽⁵⁾	05/21/2025	Common Stock	20,000	$0.00	0	D
Stock Option (Right to Buy)	$1.81	12/10/2021⁽⁷⁾		D			75,000	12/27/2017⁽⁶⁾	12/27/2027	Common Stock	75,000	$0.00	0	D
Stock Option (Right to Buy)	$0.277	12/10/2021		A		127,487		12/10/2021⁽⁷⁾	12/10/2031	Common Stock	127,487	$0.00	127,487	D
Stock Option (Right to Buy)	$0.277	12/10/2021		A		22,513		12/10/2021⁽⁸⁾	12/10/2031	Common Stock	22,513	$0.00	150,000	D

Explanation of Responses:

1. An option to purchase 2,500 shares of common stock was granted to the Reporting Person on 3/11/13, 884 shares vested on 3/11/14, and 883 shares vested on each of 3/11/15 and 3/11/16.

2. The option provided for vesting in three equal annual installments beginning on 3/12/13.

3. The option provided for vesting in eight equal quarterly annual installments beginning on 7/3/14.

4. The option provided for vesting in four equal semi-annual installments beginning on 7/1/15.

5. The option provided for vesting in four equal semi-annual installments beginning on 11/21/15.

6. The option provided for vesting in four equal semi-annual installments beginning on 6/27/18.

7. On December 10, 2021, the issuer canceled this option, pursuant to the issuer's option exchange program, the options listed above. In exchange, the Reporting Person received a replacement option to purchase 127,487 shares at an exercise price of $0.277. This replacement option vested immediately.

8. On December 10, 2021, the Reporting Person was granted options to purchase 22,513 shares of common stock at an exercise price of $0.277. This option vested immediately.

	/s/ Brandon Zipp	12/10/2021
	** 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 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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