SEC FORM 4

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^*

Bennett David A.

(Last)

(First)

(Middle)

6900 E. CAMELBACK ROAD, SUITE 240

(Street)

SCOTTSDALE,

85251

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CERBERUS CYBER SENTINEL CORP [ CISO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2022

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Stock Option (Right to Buy)	$3.5	02/28/2022		A		1,000,000		⁽¹⁾	02/28/2032	Common Stock, par value $0.00001	1,000,000	$0	1,000,000	D
Stock Option (Right to Buy)	$3.5	02/28/2022		A		500,000		⁽²⁾	02/28/2032	Common Stock, par value $0.00001	500,000	$0	500,000	D
Stock Option (Right to Buy)	$3.5	02/28/2022		A		500,000		⁽³⁾	02/28/2032	Common Stock, par value $0.00001	500,000	$0	500,000	D
Stock Option (Right to Buy)	$3.5	08/22/2022		D⁽⁴⁾			1,000,000	⁽¹⁾⁽⁴⁾	02/28/2032	Common Stock, par value $0.00001	1,000,000	⁽⁴⁾	1,000,000	D
Stock Option (Right to Buy)	$3.5	08/22/2022		D⁽⁴⁾			500,000	⁽²⁾⁽⁴⁾	02/28/2032	Common Stock, par value $0.00001	500,000	⁽⁴⁾	500,000	D
Stock Option (Right to Buy)	$3.5	08/22/2022		D⁽⁴⁾			500,000	⁽³⁾⁽⁴⁾	02/28/2032	Common Stock, par value $0.00001	500,000	⁽⁴⁾	500,000	D
Stock Option (Right to Buy)	$3.02	08/22/2022		A⁽⁴⁾		1,000,000		⁽¹⁾⁽⁴⁾	02/28/2032	Common Stock, par value $0.00001	1,000,000	⁽⁴⁾	1,000,000	D
Stock Option (Right to Buy)	$3.02	08/22/2022		A⁽⁴⁾		500,000		⁽²⁾⁽⁴⁾	02/28/2032	Common Stock, par value $0.00001	500,000	⁽⁴⁾	500,000	D
Stock Option (Right to Buy)	$3.02	08/22/2022		A⁽⁴⁾		500,000		⁽³⁾⁽⁴⁾	02/28/2032	Common Stock, par value $0.00001	500,000	⁽⁴⁾	500,000	D

Explanation of Responses:

1. On February 28, 2022, the Reporting Person was granted stock options exercisable for 1,000,000 shares of common stock. The options will vest with respect to 25% of the underlying shares on February 28, 2023, and thereafter at a rate of 1/36 per month.

2. On February 28, 2022, the Reporting Person was granted stock options exercisable for 500,000 shares of common stock. The options will vest with respect to 25% of the underlying shares on August 31, 2023, and thereafter at a rate of 1/36 per month.

3. On February 28, 2022, the Reporting Person was granted stock options exercisable for 500,000 shares of common stock. The options will vest with respect to 25% of the underlying shares on February 28, 2024, and thereafter at a rate of 1/36 per month.

4. The transactions reported herein reflect a repricing of the options effective on August 22, 2022, resulting in the cancellation of the options and the grant of replacement options. The exercise price of the options was reduced from $3.50 to $3.02 per share. All of the other terms of the options remain the same, including without limitation, the number of shares underlying the options, the vesting period of the options, and the expiration date of the options.

	/s/ Debra L. Smith, Attorney-in-Fact	03/30/2023
	** 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.
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.

SEC Form 4 filed by Bennett David A.