Sec Form 3 Filing - Kuzemchik Vladislav @ NYIAX, INC. - 2023-02-14

FORM 3 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 Kuzemchik Vladislav 2. Issuer Name and Ticker or Trading Symbol NYIAX, INC. [ NYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Architect of Technology (Last) (First) (Middle) C/O NYIAX, INC., 180 MAIDEN LANE, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2023 (Street) NEW YORK, NY10005 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

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 Stock Options ( 1 ) $ 3.3 ( 2 ) 06/18/2028 Common Stock 25,000 D Stock Options ( 3 ) $ 3.3 ( 2 ) 04/01/2030 Common Stock 5,000 D Stock Options ( 4 ) $ 3.3 ( 2 ) 09/28/2030 Common Stock 20,000 D Stock Options ( 5 ) $ 4.3 ( 2 ) 09/28/2030 Common Stock 5,000 D Stock Options ( 6 ) $ 5.5 ( 7 ) 11/01/2032 Common Stock 25,000 D Stock Options ( 8 ) $ 5.5 ( 9 ) 04/01/2032 Common Stock 1,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kuzemchik Vladislav C/O NYIAX, INC. 180 MAIDEN LANE, 11TH FLOOR NEW YORK, NY10005 Chief Architect of Technology Signatures /s/ Vladislav Kuzemchik 02/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 18, 2018, the Reporting Person was issued stock options to purchase 25,000 shares of common stock of the Issuer with 8,334 options vesting immediately as of October 18, 2018 and 16,666 options vesting in 1/24 equal increments per month from October 18, 2018. ( 2 )These options are fully vested and exercisable. ( 3 )On April 1, 2020, the Reporting Person was issued stock options to purchase 5,000 shares of common stock of the Issuer with all 5,000 options vesting as of June 1, 2020. ( 4 )On October 1, 2020, the Reporting Person was issued stock options to purchase 20,000 shares of common stock of the Issuer with 1,666 options vesting immediately as of October 1, 2020 and 18,333 options vesting in 1,666 options per month increments thereafter. ( 5 )On October 1, 2020, the Reporting Person was issued stock options to purchase 5,000 shares of common stock of the Issuer with 416.66 options vesting immediately as of October 1, 2020 and approximately 4,583 options vesting in 416.66 options per month increments thereafter. ( 6 )On April 27, 2022, the Reporting Person was issued stock options to purchase 25,000 shares of common stock of the Issuer vesting (at a rate of 1/48 of the total award of 25,000 options) over a four-year period with twelve months vesting on November 11, 2022 and vesting continuing monthly thereafter, until the stock option award is fully vested. ( 7 )The stock options vest (at a rate of 1/48 of the total award of 25,000 options) over a four-year period with twelve months vesting on November 11, 2022 and vesting continuing monthly thereafter, until fully vested. ( 8 )On April 27, 2022, the Reporting Person was issued stock options to purchase 1,500 shares of common stock of the Issuer vesting (at a rate of 1/48 of the total award of 1,500 options) over a four-year period with twelve months vesting on January 1, 2023 and vesting continuing monthly thereafter, until the stock option award is fully vested. ( 9 )The stock options vest (at a rate of 1/48 of the total award of 1,500 options) over a four-year period with twelve months vesting on January 1, 2023 and vesting continuing monthly thereafter, until fully vested.

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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