Statement of Changes in Beneficial Ownership (4)

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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Bernstein Brad Mitchell	2. Issuer Name and Ticker or Trading Symbol FlexShopper, Inc. [ FPAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) PRESIDENT
(Last)          (First)          (Middle) C/O FLEXSHOPPER, INC., 901 YAMATO RD, STE. 260	3. Date of Earliest Transaction (MM/DD/YYYY) 2/4/2020
(Street) BOCA RATON, FL 33431 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/4/2020		A		15500	A	$0 (1)	65500	D
Common Stock	2/4/2020		A		22630	A	$0 (1)	222630	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants (right to buy)	$1.25	2/4/2020		D			25000	9/28/2018	9/28/2023	Common Stock	25000	$0 (1)	0	D
Warrants (right to buy)	$1.25	2/4/2020		D			36500	9/28/2018	9/28/2023	Common Stock	36500	$0 (1)	0	I	By spouse

Explanation of Responses:
(1)	Effective February 4, 2020, the Reporting Person exchanged his Warrants pursuant to the Issuer's Offer to Exchange dated January 6, 2020, at a rate of .62 shares of Common Stock for each Warrant tendered.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bernstein Brad Mitchell C/O FLEXSHOPPER, INC. 901 YAMATO RD, STE. 260 BOCA RATON, FL 33431	X		PRESIDENT

Signatures
/s/ Brad Bernstein		2/6/2020
**Signature of Reporting Person		Date