Daniel D. Nelson - 13 Nov 2023 Form 3 Insider Report for Signing Day Sports, Inc. (SGN)

Role: CEO and Chairman, Director
Signature: /s/ Daniel D. Nelson
Issuer symbol: SGN
Transactions as of: 13 Nov 2023
Net transactions value: $0
Form type: 3
Filing time: 13 Nov 2023, 21:56:52 UTC
Next filing: 17 Nov 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SGN	Common Stock						29,851	13 Nov 2023	By Nelson Revocable Living Trust	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SGN	6% Convertible Unsecured Promissory Note	13 Nov 2023	Common Stock	$1,500,000		By Nelson Revocable Living Trust	F1, F2
holding	SGN	Employee Stock Option (Right to Buy)	13 Nov 2023	Common Stock	30,000	$3.10	Direct
holding	SGN	Employee Stock Option (Right to Buy)	13 Nov 2023	Common Stock	5,000	$3.10	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are held by the Nelson Revocable Living Trust, of which the reporting person is a co-trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F2	Prior to the maturity date, the 6% Convertible Unsecured Promissory Note (the "Note") will be convertible at the holder's option at a conversion price per share equal to the price per share determined by dividing $25 million by the number of outstanding shares of the Issuer. The Note will also be automatically converted under a mandatory conversion provision into shares upon the consummation of an initial public offering ("IPO") and the listing of the common stock. In the event of a conversion of the Note into shares of common stock, all accrued interest on the principal subject to such conversion shall be waived. Pursuant to a settlement notice issued to the holder of the Note, the holder of the Note will be issued a number of shares of common stock upon conversion of the Note in the amount that would be applicable as if the principal under the Note had been increased to 110% of the outstanding principal.

Content

These securities are held by the Nelson Revocable Living Trust, of which the reporting person is a co-trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Prior to the maturity date, the 6% Convertible Unsecured Promissory Note (the "Note") will be convertible at the holder's option at a conversion price per share equal to the price per share determined by dividing $25 million by the number of outstanding shares of the Issuer. The Note will also be automatically converted under a mandatory conversion provision into shares upon the consummation of an initial public offering ("IPO") and the listing of the common stock. In the event of a conversion of the Note into shares of common stock, all accrued interest on the principal subject to such conversion shall be waived. Pursuant to a settlement notice issued to the holder of the Note, the holder of the Note will be issued a number of shares of common stock upon conversion of the Note in the amount that would be applicable as if the principal under the Note had been increased to 110% of the outstanding principal.