Ownership Submission
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FORM 4/A
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Beyman Ezra
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2. Issuer Name and Ticker or Trading Symbol
Reliance Global Group, Inc. [RELI]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chairman and CEO /
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(Last)
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(First)
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(Middle)
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C/O RELIANCE GLOBAL GROUP, INC. , 300 BLVD. OF THE AMERICAS, SUITE 105
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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LAKEWOOD
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NJ
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08701
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4. If Amendment, Date Original Filed(Month/Day/Year)
2024-05-30
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Beyman Ezra
C/O RELIANCE GLOBAL GROUP, INC.
300 BLVD. OF THE AMERICAS, SUITE 105
LAKEWOOD, NJ08701
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X
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Chairman and CEO
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Signatures
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/s/ Ezra Beyman
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2024-06-28
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Represents the grant of shares of common stock approved by the compensation committee, comprised solely of independent directors, of the issuer's board of directors and issued in accordance with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
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(2)
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All share amounts and conversion prices reported on this Form 4 have been adjusted to give effect to the February 23, 2023 1-for-15 reverse stock split of the issuer's common stock.
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(3)
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Represents the payment of tax liability by delivering securities incident to the receipt of the December 27, 2023 grant of 168,000 shares of common stock reported on this Form 4, which was issued in accordance with Rule 16b-3. This transaction is exempt from Section 16(b) of the Exchange Act.
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(4)
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Bona fide gift.
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(5)
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Reliance Global Holdings, LLC ("Holdings") is an entity controlled by Ezra Beyman and his spouse.
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(6)
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Represents the transfer of shares of common stock from Holdings to YES Americana Group, LLC ("YES Americana").
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(7)
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Represents the acquisition of shares of the issuer's common stock upon partial conversion of the Note (as hereinafter defined).
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(8)
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YES Americana is an entity controlled by Mr. Beyman's spouse.
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(9)
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Represents the acquisition by YES Americana of the right to acquire shares of the issuer's common stock upon conversion of a promissory note, as amended, issued by the issuer in favor of YES Americana (the "Note").
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(10)
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The Note can be converted so long as any amount thereunder is outstanding.
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(11)
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On February 13, 2024, YES Americana effectuated a partial conversion of the Note into an aggregate of 66,743 shares of the issuer's common stock.
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(12)
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Immediately following the partial conversion of the Note on February 13, 2024, YES Americana had the right to acquire 124,174 shares of the issuer's common stock upon conversion of the remaining amounts due under the Note. Subsequently, the issuer paid the remaining amounts due under the Note, such that no shares were issuable under the Note.
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