IZEA Worldwide, Inc. — Director's Dealing 2015

Feb 12, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: IZEA, Inc. (IZEA)
CIK: 0001495231
Period of Report: 2015-02-12

Reporting Person: AWM Investment Company, Inc. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10857144	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants A	$0.35	2019-02-21	Common Stock (5428572)		Indirect
Warrants B	$0.5	2019-02-21	Common Stock (5428572)		Indirect

Footnotes

F1: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, L.P. (TECH) and Special Situations Technology Fund II, L.P. (TECH II and together with SSPE and TECH, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 4,000,000 shares of Common Stock of the Issuer (the Shares) and 4,000,000 Warrants to purchase Shares held by PE, 1,028,572 Shares and 1,028,572 Warrants to purchase Shares held by TECH and 5,828,572 Shares and 5,828,572 Warrants to purchase Shares held by TECH II. Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. Marxe, Greenhouse and Stettner previously reported the Shares held by the Funds on Form 3.

F2: Accordingly, reference should be made to Marxe, Greenhouse and Stettner (CIK #0001044321) for any prior filings with the Securities and Exchange Commission relating to the Shares held by each of the Funds. The reporting person disclaims beneficial ownership of the Shares and Warrants, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: The Warrants described herein may be exercised to the extent that the total number of shares of Common Stock then beneficially owned does not exceed 19.99% of the outstanding shares.