Coda Octopus Group, Inc. — Director's Dealing 2019

May 20, 2019

SEC Form 4/A — Form 4/A

Issuer: Coda Octopus Group, Inc. (CODA)
CIK: 0001334325
Period of Report: 2019-05-08

Reporting Person: Ezralow Bryan (10% Owner)
Reporting Person: Bryan Ezralow 1994 Trust dated December 22, 1994 (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-08	Common Stock	S	4035.5	$17.2789	Disposed	1008533.5	Indirect
2019-05-08	Common Stock	S	18519	$18.4292	Disposed	990014.5	Indirect
2019-05-08	Common Stock	S	20.5	$19.3795	Disposed	989994	Indirect
2019-05-09	Common Stock	S	31223	$15.3499	Disposed	958771	Indirect
2019-05-10	Common Stock	S	24317	$15.2307	Disposed	934454	Indirect

Footnotes

F1: The fractional number of shares shown results from the aggregation of these shares based on the price range of one dollar (or less) within which these shares were sold. The total number of shares sold on May 8, 2019 was 22,575 shares.

F2: The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.08 to $17.30, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

F3: The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.25 to $19.23, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

F4: The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.28 to $19.40, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

F5: The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $16.00, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.

F6: The original Form 4 did not report that these shares were sold in multiple transactions at a range of prices. This amended Form 4 is being filed to show that the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.60, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.

F7: Due to a clerical error, the 26,110 shares reported in the original Form 4 as being sold on May 10, 2019 was incorrect. The correct number of shares sold on May 10, 2019 was 24,317 shares.

F8: These shares are owned directly by the Bryan Ezralow 1994 Trust dated December 22, 1994, a ten percent beneficial owner of the Issuer, and indirectly by Bryan Ezralow as trustee of such Trust. Bryan Ezralow is a ten percent beneficial owner of the Issuer.