Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Murphy Edward H (Last) (First) (Middle) 1317 EDGEWATER DR #1880 (Street) ORLANDO FL 32804 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IZEA Worldwide, Inc. [ IZEA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/06/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	09/06/2024		M		1,918	A	$0	270,080	D
Common Stock	09/06/2024		M		816	A	$0	270,896	D
Common Stock	09/06/2024		M		2,252	A	$0	273,148	D
Common Stock	09/06/2024		M		23,950	A	$0	297,098	D
Common Stock	09/06/2024		M		2,857	A	$0	299,955	D
Common Stock	09/06/2024		M		6,182	A	$0	306,137	D
Common Stock	09/06/2024		M		2,800	A	$0	308,937	D
Common Stock	09/06/2024		M		6,371	A	$0	315,308	D
Common Stock	09/06/2024		M		62,323	A	$0	377,631	D
Common Stock	09/06/2024		M		44,432	A	$0	422,063	D
Common Stock	09/06/2024		M		67,882	A	$0	489,945	D
Common Stock	09/06/2024		M		72,948	A	$0	562,893	D
Common Stock	09/06/2024		M		52,743	A	$0	615,636	D
Common Stock	09/06/2024		M		63,750	A	$0	679,386	D
Common Stock	09/06/2024		F		59,467(1)	D	$2.14	619,919	D
Common Stock								3,282	I	By Dogfish Ventures LLLP(2)
Common Stock								1	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	(3)	09/06/2024		M			1,918	04/30/2022	(4)	Common Stock	1,918	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			816	05/31/2022	(5)	Common Stock	816	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			2,252	11/30/2022	(6)	Common Stock	2,252	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			23,950	08/27/2022	(7)	Common Stock	23,950	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			2,857	12/31/2022	(8)	Common Stock	2,857	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			6,182	04/30/2023	(9)	Common Stock	6,182	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			2,800	05/31/2023	(10)	Common Stock	2,800	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			6,371	08/31/2023	(11)	Common Stock	6,371	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			62,323	08/27/2023	(12)	Common Stock	62,323	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			44,432	09/01/2024	(13)	Common Stock	44,432	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			67,882	10/31/2024	(14)	Common Stock	67,882	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			72,948	01/31/2025	(15)	Common Stock	72,948	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			52,743	04/30/2025	(16)	Common Stock	52,743	$0	0	D
Restricted Stock Units	(3)	09/06/2024		M			63,750	07/31/2025	(17)	Common Stock	63,750	$0	0	D

Explanation of Responses:

1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations upon vesting of the Restricted Stock Units.

2. Edward Murphy, as a partner of Dogish Ventures LLLP, has voting power and investment power over the securities held by Dogfish Ventures LLLP.

3. Each Restricted Stock Unit represents a contingent right to receive at settlement one share of Issuer common stock.

4. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 1, 2022 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.

5. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 19, 2022 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.

6. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 16, 2022, and vest 1/12th cliff vesting on November 30, 2022 then in equal monthly installments over the next 33 months.

7. This Option was issued under the Issuer's May 2011 Equity Incentive Plan on August 27, 2022, pursuant to the reporting person's employment agreement and vests in 48 equal monthly installments commencing on the grant date and on the last day of each succeeding month thereafter.

8. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on November 18, 2022, pursuant to the reporting person's employment agreement and vest in equal monthly installments over 36 months.

9. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 14, 2023, pursuant to the reporting person's employment agreement and vest in equal monthly installments over 36 months.

10. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 26, 2023, pursuant to the reporting person's employment agreement and vest in 36 equal monthly installments on the last day of each month.

11. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 18, 2023 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter.

12. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 27, 2023, and vest in 48 monthly installments commencing on the day the grant occurred and on the last day of each succeeding month thereafter.

13. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on September 1, 2023 and have a 1/3 cliff vesting at 1 year from grant date, then quarterly over 2 years.

14. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on October 31, 2023 and vest over a three-year term, one-third vesting 12 months after the grant date and then in equal amounts quarterly after that.

15. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on January 31, 2024, and vesting over a three-year term, one-third vesting 12 months after the grant date and then in equal amounts quarterly.

16. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 30, 2024, and vest over a three-year term, one-third vesting 12 months from the grant date and then in equal quarterly installments after that.

17. These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on July 31, 2024, and vest over a three-year term, one-third vesting 12 months from the grant date and then in equal quarterly installments after that.

Remarks:

	By: /s/ Peter J. Biere as attorney-in-fact for Edward H. Murphy	09/10/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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