David N. Keys - Apr 25, 2024 Form 4 Insider Report for SurgePays, Inc. (SURG)

Role: Director
Signature: /s/ David N. Keys
Stock symbol: SURG
Transactions as of: Apr 25, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/26/2024, 04:30 PM
Previous filing: Aug 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SURG	Restricted Shares (Common Stock)	Award	$0	+14.9K	+87.31%	$0.00	31.9K	Apr 25, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were issued pursuant to the provisions of the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the "2022 Plan") and a Restricted Share Award Agreement, dated April 25, 2024, by and between SurgePays, Inc. (the "Company") and Mr. Keys (the "RSA Agreement"). The RSA Agreement provides that the shares will not vest until the earliest to occur of (a) the director no longer serves as a director of the Company for any reason (including, but not limited to, upon death or disability that renders the director incapable of providing services to the Company) other than a Termination of Service for Cause (as defined in the RSA Agreement); (b) upon the occurrence of a Change in Control (as defined in the 2022 Plan); or (c) the fourth anniversary of the award date.
F2	Includes (i) 1,666 shares held in an IRA owned by Mr. Keys' wife, however, Mr. Keys shares investing and dipositive power over these holdings, (ii) 5,377 shares in total held by two different IRAs owned by Mr. Keys; and (iii) 10,000 shares are held by PCC Holdings LLC. Mr. Keys shares investing and dipositive power over these holdings.

Content

These shares were issued pursuant to the provisions of the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the "2022 Plan") and a Restricted Share Award Agreement, dated April 25, 2024, by and between SurgePays, Inc. (the "Company") and Mr. Keys (the "RSA Agreement"). The RSA Agreement provides that the shares will not vest until the earliest to occur of (a) the director no longer serves as a director of the Company for any reason (including, but not limited to, upon death or disability that renders the director incapable of providing services to the Company) other than a Termination of Service for Cause (as defined in the RSA Agreement); (b) upon the occurrence of a Change in Control (as defined in the 2022 Plan); or (c) the fourth anniversary of the award date.

Includes (i) 1,666 shares held in an IRA owned by Mr. Keys' wife, however, Mr. Keys shares investing and dipositive power over these holdings, (ii) 5,377 shares in total held by two different IRAs owned by Mr. Keys; and (iii) 10,000 shares are held by PCC Holdings LLC. Mr. Keys shares investing and dipositive power over these holdings.