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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Beyman Ezra

(Last)

(First)

(Middle)

C/O RELIANCE GLOBAL GROUP, INC.

300 BLVD. OF THE AMERICAS, SUITE 105

(Street)

LAKEWOOD

08701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Reliance Global Group, Inc. [ RELI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/27/2023		A⁽¹⁾		168,000	A	$0	206,268⁽²⁾	D
Common Stock	12/27/2023		F⁽³⁾		88,382	D	$0.46	117,886	D
Common Stock	05/30/2024		P		186,000	A	$0.27	303,886	D
Common Stock	09/16/2022		G⁽⁴⁾		3,667	D	$0	289,390	I	By Reliance Global Holdings, LLC⁽⁵⁾
Common Stock	04/23/2023		J⁽⁶⁾		289,277	D	$0	113	I	By Reliance Global Holdings, LLC⁽⁵⁾
Common Stock	04/23/2023		J⁽⁶⁾		289,277	A	$0	289,277	I	By YES Americana Group, LLC⁽⁷⁾
Common Stock	06/28/2023		G⁽⁴⁾		15,000	D	$0	274,277	I	By YES Americana Group, LLC⁽⁷⁾
Common Stock	12/11/2023		G⁽⁴⁾		15,000	D	$0	259,277	I	By YES Americana Group, LLC⁽⁷⁾
Common Stock	12/11/2023		G⁽⁴⁾		15,000	D	$0	244,277	I	By YES Americana Group, LLC⁽⁷⁾
Common Stock	12/11/2023		G⁽⁴⁾		6,000	D	$0	238,277	I	By YES Americana Group, LLC⁽⁷⁾
Common Stock	12/14/2023		G⁽⁴⁾		39,000	D	$0	199,277	I	By YES Americana Group, LLC⁽⁷⁾
Common Stock	12/14/2023		G⁽⁴⁾		3,000	D	$0	196,277	I	By YES Americana Group, LLC⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$9.66	02/07/2023		J⁽⁸⁾		66,743		02/07/2023	⁽⁹⁾	Common Stock	66,743	$0	66,743	I	By YES Americana Group, LLC⁽⁷⁾

Explanation of Responses:

1. Represents the grant of shares of common stock approved by the compensation committee, comprised solely of independent directors, of the issuer's board of directors and issued in accordance with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. All share amounts reported on this Form 4 have been adjusted to give effect to the February 23, 2023 1-for-15 reverse stock split of the issuer's common stock.

3. Represents the payment of tax liability by delivering securities incident to the receipt of the December 27, 2023 grant of 168,000 shares of common stock reported on this Form 4, which was issued in accordance with Rule 16b-3. This transaction is exempt from Section 16(b) of the Exchange Act.

4. Bona fide gift.

5. Reliance Global Holdings, LLC ("Holdings") is an entity controlled by Ezra Beyman and his spouse.

6. Represents the transfer of shares of common stock from Holdings to YES Americana Group, LLC ("YES Americana").

7. YES Americana is an entity controlled by Mr. Beyman's spouse.

8. Represents the acquisition by YES Americana of the right to acquire shares of the issuer's common stock upon conversion of a promissory note, as amended, issued by the issuer in favor of YES Americana (the "Note").

9. The Note can be converted so long as any amount thereunder is outstanding.

	/s/ Ezra Beyman	05/30/2024
	** 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.
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