ThZeal - The Zeal

SEC FORM 4/A SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

YAKOV RONNY

(Last)

(First)

(Middle)

C/O THE OLB GROUP, INC.

1120 AVENUE OF THE AMERICAS, 4TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OLB GROUP, INC. [ OLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/26/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/02/2025		J		4,685,029	A	$1.31⁽¹⁾	5,256,088⁽²⁾	D
Common Stock	06/30/2025		G		878,074	D	$0⁽³⁾	4,378,014⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁵⁾	05/28/2025		D			1,021	⁽⁵⁾	⁽⁵⁾	Common Stock	113,444	$0	0	D

Explanation of Responses:

1. The shares were acquired from the issuer's treasury in satisfaction of outstanding liabilities, debt financing, accrued interest, and bonuses in lieu of cash, at a deemed fair market value of $1.31 per share (based on the average closing price over the prior 60 trading days).

2. Following the acquisition of 4,685,029 shares, based on 571,059 shares held prior to the transaction (per the April 15, 2025, Form 10-K footnote).

3. The gift disposition was made with no consideration received.

4. Amount held following the gift disposition of 878,074 shares.

5. The Series A Preferred Stock is convertible into shares of Common Stock at any time, at a conversion rate of 111.11 shares of Common Stock per share of Series A Preferred Stock. The Series A Preferred Stock has no expiration date. The Reporting Person returned the shares for cancellation with no consideration received.

Remarks:

This Form 4/A amends the Form 4 filed on 01/26/2024 to report additional transactions on 05/28/2025, 06/02/2025, and 06/30/2025. The Reporting Person's beneficial ownership also includes 227,003 shares issuable upon exercise of Series A Warrants ($90.00 per share, exercisable immediately, expiring 08/11/2025), 56,751 shares issuable upon exercise of Series B Warrants ($45.00 per share, exercisable immediately, expiring 08/11/2025), and 20,000 shares issuable upon exercise of vested employee stock options ($0.03 per share, vesting in three equal annual installments beginning on the one-year anniversary of the grant date, expiring three years after each vesting date).

	/s/ Ronny Yakov	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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