authID Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G 1 ea135379-13gbeck_ipsidy.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 2_)*

IPSIDY INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

46264C 107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

a. ☐ Rule 13d-1(b)

b. ☒ Rule 13d-1(c)

c. ☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 46264C 107

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) Philip
D. Beck |
| --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization USA |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power 33,812,500(1) |
| --- | --- |
| 6. | Shared
Voting Power 0 |
| 7. | Sole
Dispositive Power 33,812,500(1) |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 33,812,500(1) |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.4% |
| 12. | Type
of Reporting Person (See Instructions) IN |

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(1) Mr. Beck resigned as a Director of the Company on October 30, 2020 and since then (a) disposed of 1,000,000 shares of common stock and (b) 15,000,000 shares of restricted common stock were repurchased by the Company. As of December 31, 2020, Mr. Beck holds (i) 500,000 shares of common stock, (ii) 625,000 shares of common stock held F/B/O Mr. Beck’s IRA, (iii) a stock option to acquire 15,000,000 shares of common stock at $0.10 per share, (iv) a stock option to acquire 17,000,000 shares of common stock at $0.05 per share held by Parity Labs LLC, a private consulting firm which is principally owned by Mr. Beck (v) 312,500 shares of common stock arising on conversion of principal at $0.08 under a 2019 Convertible Promissory Note and (vi) 375,000 shares of common stock arising on conversion of principal at $0.20 under a 2020 Convertible Promissory Note. The above percent of common stock is based on 589,272,023 shares of common stock outstanding as of December 31, 2020

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| Item
1. | (a) | Name of Issuer |
| --- | --- | --- |
| | | Ipsidy
Inc. (the “ Issuer ”) |
| | (b) | Address of Issuer’s
Principal Executive Offices |
| | | 670 Long Beach
Blvd. |
| | | Long Beach, New
York 11561 |
| Item 2. | (a) | Name of Person
Filing |
| | | Philip D. Beck |
| | (b) | Address of Principal
Business Office or, if none, Residence |
| | | 188 Fairway Road |
| | | Lido Beach, NY
11561 |
| | (c) | Citizenship |
| | | USA |
| | (d) | Title of Class
of Securities |
| | | Common stock,
$0.0001 par value per share, of the Issuer (the “ Common Stock ”), Common Stock Purchase Options to acquire
Common Stock and 2019 and 2020 Convertible Notes convertible into Common Stock. |
| | (e) | CUSIP Number |
| | | 46264C107 |
| Item 3. | If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| | Not applicable. | |
| Item 4. | Ownership. | |

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 33,812,500(1)

(b) Percent of class: 5.4%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 33,812,500(1)

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 33,812,500(1)

(iv) Shared power to dispose or to direct the disposition of: 0

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(1) Mr. Beck resigned as a Director of the Company on October 30, 2020 and since then (a) disposed of 1,000,000 shares of common stock and (b) 15,000,000 shares of restricted common stock were repurchased by the Company. As of December 31, 2020, Mr. Beck holds (i) 500,000 shares of common stock, (ii) 625,000 shares of common stock held F/B/O Mr. Beck’s IRA, (iii) a stock option to acquire 15,000,000 shares of common stock at $0.10 per share, (iv) a stock option to acquire 17,000,000 shares of common stock at $0.05 per share held by Parity Labs LLC, a private consulting firm which is principally owned by Mr. Beck (v) 312,500 shares of common stock arising on conversion of principal at $0.08 under a 2019 Convertible Promissory Note and (vi) 375,000 shares of common stock arising on conversion of principal at $0.20 under a 2020 Convertible Promissory Note. The above percent of common stock is based on 589,272,023 shares of common stock outstanding as of December 31, 2020.

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| Item
5. | Ownership
of Five Percent or Less of a Class |
| --- | --- |
| | Not applicable. |
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
| | Not applicable. |

| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
| --- | --- |
| | Not applicable. |
| Item 8. | Identification
and Classification of Members of the Group |
| | Not applicable. |
| Item 9. | Notice of
Dissolution of Group |
| | Not applicable. |
| Item 10. | Certification |
| | By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021
Philip D. Beck

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