Sec Form 4 Filing - Murphy Edward H @ IZEA Worldwide, Inc. - 2024-09-06

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Murphy Edward H 2. Issuer Name and Ticker or Trading Symbol IZEA Worldwide, Inc. [ IZEA] 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 (Last) (First) (Middle) 1317 EDGEWATER DR #1880 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2024 (Street) ORLANDO, FL32804 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/06/2024 M 1,918 A $ 0 270,080 D Common Stock 09/06/2024 M 816 A $ 0 270,896 D Common Stock 09/06/2024 M 2,252 A $ 0 273,148 D Common Stock 09/06/2024 M 23,950 A $ 0 297,098 D Common Stock 09/06/2024 M 2,857 A $ 0 299,955 D Common Stock 09/06/2024 M 6,182 A $ 0 306,137 D Common Stock 09/06/2024 M 2,800 A $ 0 308,937 D Common Stock 09/06/2024 M 6,371 A $ 0 315,308 D Common Stock 09/06/2024 M 62,323 A $ 0 377,631 D Common Stock 09/06/2024 M 44,432 A $ 0 422,063 D Common Stock 09/06/2024 M 67,882 A $ 0 489,945 D Common Stock 09/06/2024 M 72,948 A $ 0 562,893 D Common Stock 09/06/2024 M 52,743 A $ 0 615,636 D Common Stock 09/06/2024 M 63,750 A $ 0 679,386 D Common Stock 09/06/2024 F 59,467 ( 1 ) D $ 2.14 619,919 D Common Stock 3,282 I By Dogfish Ventures LLLP ( 2 ) Common Stock 1 I By Spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 09/06/2024 M 1,918 04/30/2022 ( 4 ) Common Stock 1,918 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 816 05/31/2022 ( 5 ) Common Stock 816 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 2,252 11/30/2022 ( 6 ) Common Stock 2,252 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 23,950 08/27/2022 ( 7 ) Common Stock 23,950 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 2,857 12/31/2022 ( 8 ) Common Stock 2,857 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 6,182 04/30/2023 ( 9 ) Common Stock 6,182 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 2,800 05/31/2023 ( 10 ) Common Stock 2,800 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 6,371 08/31/2023 ( 11 ) Common Stock 6,371 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 62,323 08/27/2023 ( 12 ) Common Stock 62,323 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 44,432 09/01/2024 ( 13 ) Common Stock 44,432 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 67,882 10/31/2024 ( 14 ) Common Stock 67,882 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 72,948 01/31/2025 ( 15 ) Common Stock 72,948 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 52,743 04/30/2025 ( 16 ) Common Stock 52,743 $ 0 0 D Restricted Stock Units ( 3 ) 09/06/2024 M 63,750 07/31/2025 ( 17 ) Common Stock 63,750 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy Edward H 1317 EDGEWATER DR #1880 ORLANDO, FL32804 X Chief Executive Officer Signatures By: /s/ Peter J. Biere as attorney-in-fact for Edward H. Murphy 09/10/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares surrendered to the Issuer to satisfy tax withholding obligations upon vesting of the Restricted Stock Units. ( 2 )Edward Murphy, as a partner of Dogish Ventures LLLP, has voting power and investment power over the securities held by Dogfish Ventures LLLP. ( 3 )Each Restricted Stock Unit represents a contingent right to receive at settlement one share of Issuer common stock. ( 4 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 1, 2022 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter. ( 5 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 19, 2022 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter. ( 6 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 16, 2022, and vest 1/12th cliff vesting on November 30, 2022 then in equal monthly installments over the next 33 months. ( 7 )This Option was issued under the Issuer's May 2011 Equity Incentive Plan on August 27, 2022, pursuant to the reporting person's employment agreement and vests in 48 equal monthly installments commencing on the grant date and on the last day of each succeeding month thereafter. ( 8 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on November 18, 2022, pursuant to the reporting person's employment agreement and vest in equal monthly installments over 36 months. ( 9 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 14, 2023, pursuant to the reporting person's employment agreement and vest in equal monthly installments over 36 months. ( 10 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on May 26, 2023, pursuant to the reporting person's employment agreement and vest in 36 equal monthly installments on the last day of each month. ( 11 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 18, 2023 and vest in 36 equal monthly installments commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter. ( 12 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on August 27, 2023, and vest in 48 monthly installments commencing on the day the grant occurred and on the last day of each succeeding month thereafter. ( 13 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on September 1, 2023 and have a 1/3 cliff vesting at 1 year from grant date, then quarterly over 2 years. ( 14 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on October 31, 2023 and vest over a three-year term, one-third vesting 12 months after the grant date and then in equal amounts quarterly after that. ( 15 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on January 31, 2024, and vesting over a three-year term, one-third vesting 12 months after the grant date and then in equalamounts quarterly. ( 16 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on April 30, 2024, and vest over a three-year term, one-third vesting 12 months from the grant date and then in equal quarterly installments after that. ( 17 )These Restricted Stock Units were issued under the Issuer's 2011 Equity Incentive Plan on July 31, 2024, and vest over a three-year term, one-third vesting 12 months from the grant date and then in equal quarterlyinstallments after that.

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).

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