Statement of Changes in Beneficial Ownership (4)
April 10 2020 - 2:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Schessel Marc Sanford |
2. Issuer Name and Ticker or Trading Symbol
SCWorx Corp.
[
WORX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman |
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(Last)
(First)
(Middle)
4 JACOBS LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/8/2020 |
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(Street)
NEW PALTZ, NY 12561
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $.001 par value | | | | | | | | 1032603 | D | |
| Common Stock, $.001 par value | | | | | | | | 197820 | I | See Footnote (1) |
| Restricted Stock Units (common stock) | | | | | | | | 75000 (2) | D | |
| Restricted Stock Units (common stock) | | | | | | | | 25000 (3) | D | |
| Restricted Stock Units (common stock) | | | | | | | | 25000 (4) | D | |
| Restricted Stock Units (common stock) | | | | | | | | 25000 (5) | D | |
| Restricted Stock Units (common stock) | | | | | | | | 80000 (6) | D | |
| Restricted Stock Units (common stock) | 4/8/2020 | | A | | 329000 | A | $0 (7) | 329000 (8) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Owned of record by Greg Lewis Stivers, Trustee, TSS 2019 Irrevocable Trust. These shares are held in a trust for the benefit of the reporting person's spouse, who is not a trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of. Section 16 or for any other purpose. |
| (2) | These Restricted stock Units ("RSUs") vest in quarterly installments over three years, commencing August 15, 2019. |
| (3) | These RSUs vest only if the Issuer obtains $10M in new recurring revenue on or before 08/15/20. |
| (4) | These RSUs vest if and when the Issuer's stock price attains a volume weighted average price ("VWAP") of $20 per share for 15 consecutive trading days. |
| (5) | These RSUs vest if and when the Issuer's stock price attains a VWAP of $40 per share for 15 consecutive trading days. |
| (6) | The Restricted Stock Units vest in full on 09/17/20. |
| (7) | The RSUs were issued to the reporting person as compensation for acting as the CEO. |
| (8) | 50% of these RSUs vest the day after the Company files its 2019 Annual Report on Form 10K and the remaining 50% of these RSUs vest the day after the Company files its 2020 Annual Report on Form 10K. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Schessel Marc Sanford
4 JACOBS LANE
NEW PALTZ, NY 12561 | X | X | CEO and Chairman |
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Signatures
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| /s/ Marc S. Schessel | | 4/10/2020 |
| **Signature of Reporting Person | Date |
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