Sec Form 13G Filing - MUSSER WILLIAM L filing for IZEA Worldwide Inc. (IZEA) - 2020-01-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Under the Securities Exchange Act of 1934

(Amendment No. )

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

January 29, 2020

(Date of Event Which Requires Filing of this Statement)

◻

Rule 13d-1(b)

☒

Rule 13d-1(c)

◻

Rule 13d-1(d)

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

William L. Musser, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

235,000

6

SHARED VOTING POWER

1,558,484

7

SOLE DISPOSITIVE POWER

235,000

8

SHARED DISPOSITIVE POWER

1,558,484

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,793,484

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON (See Instructions)

IN

Item 1.

(a)

Name of Issuer

IZEA Worldwide, Inc.

(b)

Address of Issuer’s Principal Executive Offices

480 N. Orlando Avenue, Suite 200

Winter Park, FL 32789

Item 2.

(a)

Name of Person Filing

William L. Musser, Jr. (“Reporting Person”)

As of the date hereof, the holdings reported by the Reporting Person include 1,527,484 shares of common stock (“Common Stock”) held by New Frontier Capital LP, where the Reporting Person serves as the Managing Director and General Partner; 15,000 shares of Common Stock held by EWCFT Partnership, where the Reporting Person serves as the Adviser; 235,000 shares of Common Stock held by The William L. Musser, Jr. IRA, with the Reporting Person as beneficiary; 10,000 shares of Common Stock held by The Linda S. Musser IRA; and 6,000 shares of Common Stock held by The Willinhila Foundation, where the Reporting Person serves as a Trustee. With the exception of The William L. Musser, Jr. IRA the Reporting Person disclaims any beneficial ownership of the Common Stock reported on this form.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of the Reporting Person is:

150 East 58th Street,

23rd Floor

New York, NY 10155

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

46604H 105

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

As of the date hereof, the Reporting person may be deemed to beneficially own 1,793,484 shares of Common Stock.

(b)               

Percent of class:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 34,553,143 shares of Common Stock reported to be outstanding as of November 8, 2019, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed by the Company with the Securities and Exchange Commission on November 14, 2019. Therefore, as of the date hereof, the Reporting Person may be deemed to beneficially own 5.2% of the outstanding shares of Common Stock.

The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Common Stock with the exception of The William L. Musser, Jr. IRA.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

235,000

(ii) Shared power to vote or to direct the vote:

1,558,484

(iii) Sole power to dispose or to direct the disposition of:

235,000

(iv) Shared power to dispose or to direct the disposition of:

1,558,484

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.