SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Rosen Arthur

(Last)

(First)

(Middle)

C/O CREATD, INC.

2050 CENTER AVE, SUITE 640

(Street)

FORT LEE,

07024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Creatd, Inc. [ CRTD ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer subject to Sec. 16

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, $0.001 par value per share	12/31/2020		P⁽³⁾	7,864⁽³⁾⁽⁶⁾	A	$11	825,844⁽⁶⁾	D
Common Stock, $0.001 par value per share	09/15/2020		C⁽²⁾	85,318⁽²⁾⁽⁶⁾	A	$2.93	817,980⁽⁶⁾	D
Common Stock, $0.001 par value per share	09/15/2020		C⁽¹⁾	350,427⁽¹⁾⁽⁶⁾	A	$2.93	732,662⁽⁶⁾	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)	4. Transaction Code (Instr. 8)	(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)
Warrants to Purchase Common Stock	$4.5	09/15/2020		J	12,798⁽⁵⁾⁽⁶⁾		09/15/2020	09/15/2025	Common Stock	12,798⁽⁵⁾⁽⁶⁾	$4.5	12,798⁽⁵⁾⁽⁶⁾	D⁽⁵⁾
Warrants to Purchase Common Stock	$4.5	09/15/2020		J	52,564⁽⁴⁾⁽⁶⁾		09/15/2020	09/15/2025	Common Stock	52,564⁽⁴⁾⁽⁶⁾	$4.5	52,564⁽⁴⁾⁽⁶⁾	D⁽⁴⁾

Explanation of Responses:

1. On September 15, 2020, Reporting Person converted $1,026,751 in principal (the "Principal") under a 12.5% Convertible Note (the "Convertible Note") into 350,427 shares of common stock at $2.93 per share.

2. On September 15, 2020, Reporting Person converted $249,982 in interest (the "Interest") under the Convertible Note into 85,318 shares of common stock at $2.93 per share.

3. Reporting Person made an open market purchase of common stock.

4. On September 15, 2020, Reporting Person was issued a common stock purchase warrant to acquire 52,564 shares of common stock at $4.50 per share in consideration of converting the Principal under the Convertible Note.

5. On September 15, 2020, Reporting Person was issued a common stock purchase warrant to acquire 12,798 shares of common stock at $4.50 per share in consideration of converting the Interest under the Convertible Note.

6. On August 17, 2020, the Issuer effected a 1:3 reverse stock split of its issued and outstanding shares of common stock.

	/s/ Arthur Rosen	02/16/2021
	** 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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