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 *
Salkind Gene
 2. Issuer Name and Ticker or Trading Symbol
Mobiquity Technologies, Inc. [MOBQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

35 TORRINGTON LANE		 3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022
(Street)

SHOREHAM, NY 11766
(City)
(State)
(Zip)
4. If Amendment, Date 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)

Code

V

Amount

(A) or (D)

Price

Common Stock (1)

06/30/2022 C 408,000A $1.252,992,354D 


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 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

Notes (1) (2)

$1.2506/30/2022 C  510,00009/13/201909/13/2029

Common Stock

510,000 (3) 0 (4) D 

Warrants (1) (2)

$406/30/2022 C 204,000 06/30/202209/30/2029

Common Stock

204,000 (3) 1,441,500 (5) D 

Explanation of Responses:
1.

The 2,992,354 common shares includes shares owned directly by Dr. Salkind, the doctor and his wife and through a trust in which Dr. Salkind is the trustee. The derivative securities listed in Table II are derivative securities owned directly by Dr. Salkind and his wife and by the trust.

2.

The board of directors of the issuer accepted Dr. Salkind's offer to convert $510,000 of convertible notes at a reduced conversion price of $1.25 per share into 408,000 common shares and warrants to purchase 204,000 shares at an exercise price of $4.00 per share through September 30, 2029.

3.

Not applicable.

4.

Left blank intentionally.

5.

1,441,500 derivative securities include the following: (i) 390,625 common stock purchase warrants exercisable at $4.00 per share through September 2023; (ii) 10-year options to purchase 35,000 shares granted on December 8, 2021; and (iii) warrants to purchase 1,015,875 shares exercisable through September 30, 2029 which were issuable on June 30, 2022 as a result of the note conversion.



Signatures

/s/ Gene Salkind

07/05/2022
** Signature of Reporting PersonDate
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