SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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OMB Number: 3235-0362
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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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Herzog John E
(Last) (First) (Middle)
824 HARBOR ROAD
(Street)
SOUTHPORT, CT 06890
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/26/2022 S4 2,700 D $1.705 0 I Held in an Individual Retirement Account
Common Stock 09/16/2022 S4 100 D $1.435 168,424 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/16/2022 S4 2,200 D $1.4201 166,224 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/16/2022 S4 500 D $1.425 165,724 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/16/2022 S4 3,200 D $1.4222 162,524 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/19/2022 S4 1,900 D $1.3 160,624 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/22/2022 S4 4,100 D $1.1351 156,524 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/22/2022 S4 3,000 D $1.13 153,524 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/22/2022 S4 200 D $1.1301 153,324 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/28/2022 S4 1,900 D $1.09 151,424 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/28/2022 S4 800 D $1.08 150,624 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/28/2022 S4 332 D $1.07 150,292 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/28/2022 S4 4,200 D $1.0701 146,092 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/28/2022 S4 1,068 D $1.06 145,024 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/30/2022 S4 8,114 D $1.0501 136,910 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/30/2022 S4 4,000 D $1.05 132,910 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 09/30/2022 S4 3,186 D $1.04 129,724 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 10/11/2022 S4 2,300 D $1.0426 127,424 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 10/11/2022 S4 12,600 D $1.0401 114,824 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 10/17/2022 S4 500 D $1.02 114,324 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 10/17/2022 S4 5,100 D $1.01 109,224 I By John E. Herzog Revocable Trust U/A/D 02/07/2014(1)
Common Stock 11/22/2022 P4 2,500(2) A $0.86 323,106 D
Common Stock 11/22/2022 P4 2,100(2) A $0.82 325,206 D
Common Stock 11/28/2022 P4 400(2) A $0.8199 325,606 D
Common Stock 11/28/2022 P4 7,500(2) A $0.8379 333,106 D
Common Stock 11/28/2022 P4 1,281(2) A $0.85 334,387 D
Common Stock 11/28/2022 P4 1,100(2) A $0.8499 335,487 D
Common Stock 11/28/2022 P4 37(2) A $0.849 335,524 D
Common Stock 11/28/2022 P4 5,000(2) A $0.8399 340,524 D
Common Stock 11/28/2022 P4 2,500(2) A $0.83 343,024 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $9 12/14/2022 4C(3) 3,612 (4) (4) Common Stock 504,910(4) $0.00(4) 0 D
Explanation of Responses:
1. These securities are held of record by The John E. Herzog Revocable Trust U/A/D 02/07/2014, of which the Reporting Person serves as a trustee.
2. The purchases of the registrant's Common Stock reported herein and certain other purchases of the registrant's Common Stock reported on a Form 4 being filed by the Reporting Person on the date hereof were matchable under Section 16(b) of the Securities Exchange Act of 1934 against prior sales of the registrant's Common Stock owned directly or indirectly by the Reporting Person and previously reported on an amended Form 4 filed by the Reporting Person on the date hereof, to the extent of 110,000 shares. The Reporting Person has agreed to pay to the registrant $114,654.46, representing the full amount of profit realized in connection with the short-swing transactions.
3. Represents the conversion of 3,612 shares of Series A Preferred Stock held of record by the Reporting Person into shares of Common Stock of the registrant.
4. The Series A Preferred Stock was converted into shares of Common Stock of the registrant on December 14, 2022, at the option of the Reporting Person, at a rate determined by dividing (a) the stated value per share ($1,000) of the Series A Preferred Stock plus accrued and unpaid dividends thereon by (b) the conversion price thereof ($9.00 per share)
/s/ John E. Herzog 02/14/2023
** 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.
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