SEC Form 5 · accession 0001213900-18-001694
Nxt-ID, Inc. · NXTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Orlando
Officer — Chief Operating Officer · Director
Period of report
Dec 31, 2017
Accepted (ET)
Feb 13, 2018 · 4:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001566826
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | May 23, 2017 | A | 983,611 | — | A | 983,611 | D | |
| Common Stock | Oct 2, 2017 | A | 25,331 | $0.00 | A | 1,008,942 | D | |
| Common Stock | Dec 7, 2017 | A | 250,000 | $0.00 | A | 1,258,942 | D | |
| Common Stock | Dec 15, 2017 | A | 6,333 | $0.00 | A | 1,265,275 | D | |
| Common Stock | Dec 20, 2017 | S | 10,000 | $2.95 | D | 1,255,275 | D | |
| Common Stock | Dec 31, 2017 | A | 44,330 | $0.00 | A | 1,299,605 | D | |
| Common Stock | Jan 16, 2018 | S | 10,000 | $2.82 | D | 1,289,605 | D | |
| No Securities are Beneficially Owned | holding | — | — | — | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person was appointed the Chief Operating Officer of the issuer on May 19, 2017 and was appointed to serve as a member of the board of the directors of the issuer effective as of June 30, 2017.
- F2Received in exchange for 983,611 shares of Fit Pay, Inc. ("Fit Pay") common stock in connection with the merger (the "Merger") of Fit Pay into Nxt-ID, Inc. ("Nxt-ID"). On the effective date of the Merger, the closing price of Nxt-ID's common stock was $1.72 per share and the price of Fit Pay's common stock was valued at $0.53 per share.
- F3Restricted shares of Fit Pay common stock granted to the reporting person prior to the Merger as compensation for his services as chief executive officer of Fit Pay, which shares vested on October 2, 2017, December 15, 2017 and December 31, 2017, respectively, and were granted to the reporting person as shares of Nxt-ID common stock.
- F4Shares sold by Mr. Orlando pursuant to a Rule10b5-1 trading plan adopted by the reporting person on December 14, 2017.