| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/28/2020 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 par value $0.001 | 11/04/2020 | M | 500,000(1) | A | $0.065 | 125,235,244 | D | |||
| Common Stock par value $0.001 | 11/04/2020 | F | 52,420(1) | D | $0.065 | 125,182,824 | D | |||
| Common Stock par value $0.001 | 11/13/2020 | S | 250,000 | D | $0.3 | 124,932,824 | D | |||
| Common Stock par value $0.001 | 12/22/2020 | S | 74,627 | A | $0.7 | 125,358,197 | D | |||
| Common Stock par value $0.001 | 02/12/2021 | D | 1,800,000(2) | A | $2.33 | 123,558,197(4) | I | GreenBox POS LLC(3) | ||
| Common Stock par value $0.001 | 03/15/2021 | A | 389(6) | A | $12.84 | 20,593,422 | D | |||
| Common Stock par value $0.001 | 04/15/2021 | A | 495(6) | A | $10.1 | 20,593,917 | D | |||
| Common Stock par value $0.001 | 05/15/2021 | A | 542(6) | A | $9.22 | 20,594,459 | D | |||
| Common Stock par value $0.001 | 05/21/2021 | S | 20,062 | A | $0.7 | 20,577,402 | D | |||
| Common Stock par value $0.001 | 06/15/2021 | A | 343(6) | A | $14.6 | 20,577,745 | D | |||
| Common Stock par value $0.001 | 07/15/2021 | A | 482(6) | A | $10.37 | 20,578,227 | D | |||
| Common Stock par value $0.001 | 08/16/2021 | A | 647(6) | A | $7.73 | 20,578,874 | D | |||
| Common Stock par value $0.001 | 08/26/2021 | P | 280 | A | $8.67 | 20,579,154 | D | |||
| Common Stock par value $0.001 | 08/26/2021 | P | 837 | A | $8.75 | 20,579,991 | D | |||
| Common Stock par value $0.001 | 08/26/2021 | P | 971 | A | $8.75 | 20,580,962 | D | |||
| Common Stock par value $0.001 | 08/26/2021 | P | 192 | A | $8.75 | 20,581,154 | D | |||
| Common Stock par value $0.001 | 09/01/2021 | P | 7 | A | $9.47 | 20,581,161 | D | |||
| Common Stock par value $0.001 | 09/15/2021 | A | 496(6) | A | $10.09 | 20,581,657 | D | |||
| Common Stock par value $0.001 | 10/15/2021 | A | 659(6) | A | $7.59 | 20,582,316 | D | |||
| Common Stock par value $0.001(7) | 11/24/2021 | D | 1,000,000 | A | $5.59 | 19,582,316 | I | GreenBox POS LLC | ||
| Common Stock par value $0.001(8) | 01/20/2022 | A | 758 | A | $6.6 | 19,583,074 | D | |||
| Common Stock par value $0.001(8) | 01/20/2022 | A | 1,008 | A | $4.96 | 19,584,082 | D | |||
| Common Stock par value $0.001(9) | 01/27/2022 | A | 3,513 | A | $4.27 | 19,587,595 | D | |||
| Common Stock par value $0.001(10) | 03/15/2022 | A | 1,481 | A | $2.43 | 19,589,076 | D | |||
| Common Stock par value $0.001(11) | 04/27/2022 | A | 3,354 | A | $3.4 | 19,600,614 | D | |||
| Common Stock par value $0.001 | 05/23/2022 | P | 4,800 | A | $2.05 | 19,605,414 | D | |||
| Common Stock par value $0.001 | 06/13/2022 | P | 80 | A | $1.99 | 19,605,494 | D | |||
| Common Stock par value $0.001 | 06/16/2022 | P | 600 | A | $1.43 | 19,606,094 | D | |||
| Common Stock par value $0.001 | 06/16/2022 | P | 600 | A | $1.43 | 19,606,694 | D | |||
| Common Stock par value $0.001 | 06/16/2022 | P | 400 | A | $1.43 | 19,607,094 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options(1) | $0.065 | 11/04/2020 | M | 500,000 | 06/24/2020 | 06/24/2025 | Common Stock, par value $0.001 | 500,000 | $0 | 0 | D | ||||
| Stock Options | $1.01 | 12/01/2020 | A | 500,000 | 12/01/2020 | 06/01/2026 | Common Stock, par value $0.001 | 500,000 | $0 | 500,000(5) | D | ||||
| Stock Options | $13.31 | 06/02/2021 | A | 3,005 | 06/02/2021 | 06/01/2026 | Common Stock, par value $0.001 | 3,005 | $0 | 86,338 | D | ||||
| Stock Options | $3.66 | 04/13/2022 | A | 8,184 | 10/13/2022 | 10/13/2027 | Common Stock, par value $0.001 | 8,184 | $0 | 94,522 | D | ||||
| Explanation of Responses: |
| 1. Mr. Nisan did a cashless exercise of his 500,000 stock options granted on 6/24/2020, 52,420 of which were used to pay the exercise price. |
| 2. The reporting party indirectly sold 1.8 million shares to RYVYL Inc. with a purchase price based on the value of the shares as of the date on which the transaction was agreed. |
| 3. The reporting person serves as a managing member of GreenBox POS LLC. |
| 4. The Company effected a reverse stock split of 1:6 on February 17, 2021. As a result, Mr. Nisan's 123,558,197 shares of common stock became 20,593,033 shares of common stock. |
| 5. The Company effected a reverse stock split of 1:6 on February 17, 2021. As a result, Mr. Nisan's 500,000 stock options became 83,333 stock options. |
| 6. Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of each month calculated based on the closing price of our Common Stock on that date or the next trading day. |
| 7. The reporting person indirectly sold one million shares to RYVYL Inc. with a purchase price based on the value of the shares as of the date on which the transaction was agreed. |
| 8. Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter in the number based on the closing price of our Common Stock on that date or the next trading day. The issuances for November 2021 and December 2021 were delayed. |
| 9. The Board of Directors of the Company granted Mr. Nisan 3,513 shares of Common Stock pursuant to the Company's 2021 Restricted Stock Plan as compensation for serving as a Director of the Company during Q1 2022, whereby 1/3 of the shares granted vest immediately upon issuance, an additional 1/3 of the shares shall vest each month thereafter, and all shares vest fully on March 15, 2022. |
| 10. Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company based on the closing price of our Common Stock on that date or the next trading day. The Board of Directors of the Company granted shares valued at $3,600 in a March issuance that will be applied against Q2 issuances. |
| 11. Mr. Nisan earns $5,000 worth of shares of Common stock monthly as compensation for serving as a Director of the Company, issuable on the 15th day of the first month of each quarter calculated based on the closing price of our Common Stock on that date or the next trading day, whereby 1/3 of the shares granted shall vest 6 months after issuance and an additional 1/3 of the shares shall vest each month thereafter. |
| Remarks: |
| See continuance of amended transactions on Form 4 filed on the same day. |
| /s/ Fredi Nisan | 05/30/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||