| 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 | 11/25/2020 | S | 52,083 | D | $0.48 | 125,130,741 | D | |||
| Common Stock par value $0.001 | 02/12/2021 | D | 1,800,000(2) | D | $2.33 | 123,830,741 | I | GreenBox POS LLC(3) | ||
| Common Stock par value $0.001 | 01/05/2021 | G | 10,000 | D | $0.00 | 123,820,741 | D | |||
| Common Stock par value $0.001 | 02/12/2021 | S | 192,000 | D | $1.3 | 123,628,741(4) | D | |||
| Common Stock par value $0.001 | 03/15/2021 | A | 389(6) | A | $12.84 | 20,605,179 | D | |||
| Common Stock par value $0.001 | 04/15/2021 | A | 495(6) | A | $10.1 | 20,605,674 | D | |||
| Common Stock par value $0.001 | 05/15/2021 | A | 542(6) | A | $9.22 | 20,606,216 | D | |||
| Common Stock par value $0.001 | 06/15/2021 | A | 343(6) | A | $14.6 | 20,609,564 | D | |||
| Common Stock par value $0.001 | 07/15/2021 | A | 482(6) | A | $10.37 | 20,610,046 | D | |||
| Common Stock par value $0.001 | 08/15/2021 | A | 647(6) | A | $7.73 | 20,610,693 | D | |||
| Common Stock par value $0.001 | 09/15/2021 | A | 496(6) | A | $10.09 | 20,611,189 | D | |||
| Common Stock par value $0.001 | 10/15/2021 | A | 659(6) | A | $7.59 | 20,611,848 | D | |||
| Common Stock par value $0.001(7) | 11/24/2021 | D | 1,000,000 | D | $5.59 | 19,611,848 | I | GreenBox POS LLC | ||
| Common Stock par value $0.001(8) | 01/20/2022 | A | 758 | A | $6.6 | 19,612,606 | D | |||
| Common Stock par value $0.001 | 01/20/2022 | A | 1,008 | A | $4.96 | 19,613,614 | D | |||
| Common Stock par value $0.001(9) | 01/27/2022 | A | 3,513 | A | $4.27 | 19,617,127 | D | |||
| Common Stock par value $0.001(10) | 03/15/2022 | A | 1,481 | A | $2.43 | 19,618,608 | D | |||
| Common Stock par value $0.001(11) | 04/27/2022 | A | 3,354 | A | $3.4 | 19,630,146 | D | |||
| Common Stock par value $0.001(12) | 07/22/2022 | A | 15,152 | A | $2.12 | 19,645,298 | D | |||
| Common Stock par value $0.001(13) | 07/22/2021 | A | 17,646 | A | $0.85 | 19,662,944 | D | |||
| Common Stock par value $0.001(14) | 08/16/2022 | A | 53,149 | A | $1.27 | 19,716,093 | D | |||
| Common Stock par value $0.001(7) | 10/03/2022 | D | 1,000,000 | D | $0.82 | 18,716,093 | I | GreenBox POS LLC | ||
| Common Stock par value $0.001(15) | 10/17/2022 | A | 14,283 | A | $1.05 | 18,730,376 | D | |||
| Common Stock par value $0.001(16) | 10/27/2022 | F | 144 | D | $0.94 | 18,730,232 | 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. Errez 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. Errez's 123,628,741 shares of common stock became 20,604,790 shares of common stock. |
| 5. The Company effected a reverse stock split of 1:6 on February 17, 2021. As a result, Mr. Errez's 500,000 stock options became 83,333 stock options. |
| 6. Mr. Errez earns $5,000 worth of shares of Common stock monthly, issuable on the 15th day of each month in the number 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. Errez earns $5,000 worth of shares of Common stock monthly, issuable on the 15th day of each month in the number based on the closing price of our Common Stock on that date or the next trading day. The issuances for November and December 2021 were delayed and consolidated in one issuance. |
| 9. On January 27, 2022, as part of his quarterly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 3,513 shares of Common Stock pursuant to the Company's 2021 Restricted Stock Plan, 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. Errez earns $5,000 worth of shares of Common stock monthly, issuable on the 15th day of each month in the number based on the closing price of our Common Stock on that date or the next trading day. As part of his quarterly compensation as a director of the Company, 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. On April 27th 2022, as part of his quarterly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 3,354 shares of common Stock pursuant to the Company's 2021 Restricted Stock Plan, whereby 1/3 of the shares granted shall vest in 6 months, and an additional 1/3 of the shares shall vest each month thereafter. All shares will vest fully on December 15, 2022. |
| 12. Mr. Errez was granted 15,152 shares for his 2021 performance review in accordance with the 2021 Restricted Stock Plan. |
| 13. On July 15th, 2022, as part of his quarterly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 17,646 shares of Common Stock pursuant to the Company's 2021 Restricted Stock Plan, whereby 1/3 of the shares granted vest in 6 months, and an additional 1/3 of the shares shall vest each month thereafter. All shares will vest fully on March 15th, 2023. |
| 14. The Board of Directors approved a $67,500 raise in compensation for Mr. Errez for the remainder of the 2022 calendar year. Per the approval of the Board of Directors, Mr. Errez elected to receive this amount in shares of Common Stock in lieu of cash. |
| 15. On October 17, 2022, as part of his quarterly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 14,283 shares of Common Stock pursuant to the Company's 2021 Restricted Stock Plan, whereby 1/3 of the shares granted vest in 6 months, and an additional 1/3 of the shares shall vest each month thereafter. All shares will vest fully on June 14, 2023. |
| 16. Represents withholding of shares of common stock for the tax liability associated with the vesting of 1/3 of the registered shares granted on April 27, 2022. |
| /s/ Ben Errez | 12/20/2022 | |
| ** 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. | ||