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^*

MILLS RICHARD C

(Last)

(First)

(Middle)

13100 MAGISTERIAL DRIVE, SUITE 100

(Street)

LOUISVILLE

40223

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CREATIVE REALITIES, INC. [ CREX ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2022

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 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								702,259	D
Common Stock								87,976	I	By RFK Communications, LLC⁽¹⁾

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 Options (right to buy)⁽²⁾	$2.53	03/22/2022		A		160,000		03/22/2022	05/20/2030	Common Stock	160,000	$0	160,000	D
Stock Options (right to buy)	$1	06/15/2022		A		1,000,000		⁽³⁾	06/15/2025	Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. The Reporting Person is a principal of RFK Communications, LLC and has voting and investment power for this entity.

2. On June 1, 2020, the reporting person was granted an option to purchase 480,000 shares of common stock. The option vests in three equal annual installments based on certain performance criteria for each of the fiscal years ending December 31, 2020, 2021, and 2022. The performance criteria for 2021 have been met, resulting in vesting of the option as to 160,000 shares.

3. The option becomes exercisable, if at all, based on price per share as follows: 50,000 shares vest at a share target price of $2.00; 100,000 shares vest at a share target price of $3.00; 150,000 shares vest at a share target price of $4.00; 200,000 shares vest at a share target price of $5.00; 250,000 shares vest at a share target price of $6.00; and 250,000 shares vest at the "Guaranteed Price." The "Guaranteed Price" has the meaning as defined in the Agreement and Plan of Merger by and among Reflect Systems, Inc., Creative Realities, Inc., CRI Acquisition Corporation and RSI Exit Corporation dated as of November 12, 2021 (the "Merger Agreement") (as filed with the SEC on Form 8-K dated November 12, 2021) and means (a) $6.40 per share, or (b) $7.20 per share if and only if certain customers set forth in the Merger Agreement collectively achieve over 85,000 billable devices online at any time on or before December 31, 2022.

Remarks:

Exhibit 24.1 Power of Attorney filed with Form 4 dated 9/18/2019 and incorporated herein by reference.

	/s/ Will Logan, Attorney-in-Fact	06/17/2022
	** 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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SEC Form 4 filed by Mills Richard C