authID Inc. — Major Shareholding Notification 2022

Jan 25, 2022

SC 13G/A 1 ea154482-13ga3rand_ipsidy.htm AMENDMENT NO. 3 TO SCHEDULE 13G Field: Rule-Page

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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. 3)*

IPSIDY INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

46264C206

(CUSIP Number)

December 31, 2021

(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. 46264C206

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) Eric
Rand |
| --- | --- |
| 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 1,034,388(1) |
| --- | --- |
| 6. | Shared
Voting Power 0 |
| 7. | Sole
Dispositive Power 1,034,388(1) |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,034,388(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) 4.5% |
| 12. | Type
of Reporting Person (See Instructions) IN |

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(1) As of December 31, 2021, Mr. Rand holds (i) 1,022,076 shares of common stock and (ii) a common stock purchase warrant to acquire 12,312 shares of common stock at $4.50 per share. The above percent of common stock is based on 23,206,155 shares of common stock outstanding as of November 9, 2021 as disclosed in the Company’s Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on November 19, 2021. This filing constitutes an exit filing as the reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.

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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 |
| | | Eric
Rand |
| | (b) | Address
of Principal Business Office or, if none, Residence |
| | | 17722
Middlebrook Way |
| | | Boca
Raton, FL 33496 |
| | (c) | Citizenship |
| | | USA |
| | (d) | Title
of Class of Securities |
| | | Common stock, $0.0001 par value per share, of the Issuer (the “ Common
Stock ”) and Common Stock Purchase Warrants to acquire Common Stock. |
| | (e) | CUSIP
Number |
| | | 46264C206 |
| 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: 1,034,388(1)

(b) Percent of class: 4.5%

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

(i) Sole power to vote or to direct the vote: 1,034,388(1)

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

(iii) Sole power to dispose or to direct the disposition of: 1,034,388(1)

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

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(1) As of December 31, 2021, Mr. Rand holds (i) 1,022,076 shares of common stock and (ii) a common stock purchase warrant to acquire 12,312 shares of common stock at $4.50 per share. The above percent of common stock is based on 23,206,155 shares of common stock outstanding as of November 9, 2021 as disclosed in the Company’s Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on November 19, 2021. This filing constitutes an exit filing as the reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.

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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:January 25, 2022
Eric
Rand

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