IZEA Worldwide, Inc. — Director's Dealing 2016

May 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IZEA, Inc. (IZEA)
CIK: 0001495231
Period of Report: 2016-05-16

Reporting Person: Caron John H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-16	Common Stock	M	3261	—	Acquired	6242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$0.0	A	3261	Acquired		Common Stock (3261.0)	Direct
2016-05-16	Restricted Stock Units	$0.0	M	3261	Disposed		Common Stock (3261.0)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a right to receive at settlement one share of Issuer common stock.

F2: This transaction represents the settlement of Restricted Stock Units in shares of Issuer common stock.

F3: Restricted Stock Units ("RSU") received for director fees valued at $18,750 based on the closing market price of $5.75 on the grant date, vesting as to 362 shares on May 16, 2016 and 362 shares on the last day of each month from May 31, 2016 through November 30, 2016 and the final vesting of 365 shares on December 31, 2016. The Issuer shares of common stock underlying the RSU were issued on the grant date, but are restricted by the vesting period of the RSU. In the event the Reporting Person no longer serves as a director at each vesting date, any unvested shares will be forfeited to the Issuer. The RSU has no expiration date.