ThZeal - The Zeal

SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Miller Carleton M

(Last)

(First)

(Middle)

C/O VISLINK TECHNOLOGIES, INC.

1515 RINGLING BLVD. STE. 310

(Street)

SARASOTA

34236

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vislink Technologies, Inc. [ VISL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2020

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

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)

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)
Option to Purchase (Performance-Vested)	$0.285	01/22/2020		A		1,500,000		⁽¹⁾	⁽¹⁾	Common Stock	1,500,000	$0	1,500,000	D
Option to Purchase (Time-Vested)	$0.285	01/22/2020		A		2,155,481		⁽²⁾	⁽²⁾	Common Stock	2,155,481	$0	2,155,481	D

Explanation of Responses:

1. Pursuant to the Notice of Grant of Stock Option for Performance-Vested Options and Stock Option Agreement by and between the Issuer and the Reporting Person, dated as of January 22, 2020, the Performance-Vested Option vests in three equal tranches of 500,000 shares upon the Issuer's attainment, on or before the fifth anniversary of such date, of specified cumulative EBITDA performance conditions, subject in each case to the Reporting Person's continued employment by the Issuer on the applicable vesting date. These options were granted outside of the Issuer's existing equity compensation plans as an inducement material to the Reporting Person's becoming an employee of the Issuer, in accordance with Nasdaq Listing Rule 5635(c)(4).

2. Pursuant to the Notice of Grant of Stock Option for Time-Vested Options and Stock Option Agreement by and between the Issuer and the Reporting Person, dated as of January 22, 2020, 25% of the Time-Vested Option vests on January 22, 2021 and the remaining 75% vests in substantially equal monthly installments over the 36-month period following such date, subject to the Reporting Person's continued employment by the Issuer on the applicable vesting date. These options were granted outside of the Issuer's existing equity compensation plans as an inducement material to the Reporting Person's becoming an employee of the Issuer, in accordance with Nasdaq Listing Rule 5635(c)(4).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ira Kotel, attorney-in-fact	01/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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