LogicMark Form 4/A / Mark Archer ownership change

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^*

Archer Mark

(Last)

(First)

(Middle)

2801 DIODE LANE

(Street)

LOUISVILLE

40299

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LogicMark, Inc. [ LGMK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/06/2024

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⁽¹⁾	08/05/2024		A		21,486	A	$0.4554	44,856	D
Common Stock⁽¹⁾								1,441⁽²⁾	I	By FLG Partners, LLC

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 Common Stock Purchase Warrant⁽¹⁾⁽³⁾	$0.1593⁽⁴⁾	10/01/2024⁽³⁾		A		62,772⁽⁴⁾		10/01/2024⁽³⁾	08/05/2029	Common Stock	62,772⁽⁴⁾	$0.005	62,772⁽⁴⁾	D
Series B Common Stock Purchase Warrant⁽¹⁾⁽³⁾	$0.4654	10/01/2024⁽³⁾		A		21,486		10/01/2024⁽³⁾	02/05/2027	Common Stock	21,486	$0.005	21,486	D

Explanation of Responses:

1. Each of the shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), the Series A Common Stock Purchase Warrants (the "Series A Warrants"), the Series B Common Stock Purchase Warrants (the "Series B Warrants"), and any other securities held by the reporting person that are convertible, exchangeable or exercisable into shares of Common Stock, are subject to the terms and conditions of a lock-up agreement entered into between the issuer (the "Company") and the reporting person, which prevents the offer, sale or other disposition thereof, subject to certain exceptions, for a period of 60 days from the date of the closing of the Company's offering of its securities pursuant to the Company's registration statement on Form S-1, as amended (File No. 333-179133), declared effective by the U.S. Securities and Exchange Commission ("SEC") on August 1, 2024.

2. The reporting person is a partner at FLG but disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of Common Stock in this report shall not be deemed an admission of beneficial ownership of all such reported shares for purposes of Section 16 or for any other purpose.

3. This Form 4 amendment is being filed by the reporting person in order to reflect the acquisition by the reporting person of the Series A Warrants and the Series B Warrants on October 1, 2024, the date on which the Company obtained the approval of its stockholders for the issuance of all shares of Common Stock issuable upon exercise of each of the Series A Warrants and Series B Warrants in accordance with Rule 5635(d) of The Nasdaq Stock Market LLC (the "Stockholder Approval"), on which the exercisability of each of the Series A Warrants and the Series B Warrants was conditioned. Accordingly, the dates in Columns 3 and 6 of Table II of the Form 4 filed by the reporting person with the SEC on August 6, 2024 (the "Original Form 4") are hereby amended to October 1, 2024.

4. This Form 4 amendment is also being filed by the reporting person to amend the exercise price reported in Column 2 of Table II of the Original Form 4 and the number of shares of Common Stock reported in Columns 5, 7 and 9 of Table II of the Original Form 4 to reflect such information as of the date of Stockholder Approval.

	/s/ Mark Archer	10/03/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LogicMark (LGMK) Form 4/ALogicMark / Mark Archer ownership change