Kevin Brian Cox - Nov 11, 2021 Form 4 Insider Report for SurgePays, Inc. (SURG)

Signature
/s/ Kevin Brian Cox
Stock symbol
SURG
Transactions as of
Nov 11, 2021
Transactions value $
$21,511
Form type
4
Date filed
6/3/2022, 09:29 AM
Previous filing
Sep 14, 2021
Next filing
Aug 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SURG Common stock, $0.001 par value per share Conversion of derivative security +3.02M +716.63% 3.44M Nov 11, 2021 Direct F1, F2, F3
transaction SURG Common stock, $0.001 par value per share Other +562K 562K Nov 11, 2021 SMDMM Funding, LLC F1, F2
transaction SURG Common stock, $0.001 par value per share Purchase $21.5K +4.9K +0.14% $4.39 3.44M Jun 2, 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SURG Series C Preferred Conversion of derivative security -603K -100% 0 Nov 11, 2021 Common Stock 3.02M Direct F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 4, 2021, SurgePays, Inc. (the "Company"), closed on its firm commitment underwritten public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and warrants to purchase shares of Common Stock. As disclosed in the final prospectus filed in connection with the Offering, following the closing of the Offering, on November 11, 2021 the Company issued (i) 3,016,820 shares of Common Stock to Mr. Cox pursuant to the conversion of shares of Series C Preferred Stock held by Mr. Cox and (ii) 561,758 shares of Common Stock to SMDMM Funding, LLC ("SMDMM"), an entity solely controlled by Mr. Cox, as the result of the conversion of $2,415,560 in principal and accrued interest owed to SMDMM. In addition to the final prospectus, the foregoing issuances were previously disclosed in the Company's Current Report on Form 8-K filed on November 17, 2021.
F2 Note 1 continued - The ownership of these shares is also disclosed in Item 12 of the Company's Form 10-K filed on March 24, 2022.
F3 The Company effected a reverse stock split at a ratio of 1-for-50 on November 2, 2021. The 3,437,794 share amount reported in this Item 6 is the sum of (i) the 21,048,724 shares directly owned by Mr. Cox as reported in his last Form 4 filed on September 14, 2021 divided by 50 which equals 420,974 shares plus the 3,016,820 shares issued pursuant to the conversion of the Series C Preferred Stock.
F4 The shares acquired were purchased at various prices throughout the day. The price reflected is an average of the per share price from the trading day.
F5 The Series C Preferred Stock shares had no expiration date. Following the conversions on November 11, 2021, there are no longer any shares of Series C Preferred Stock outstanding.