UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

IZEA, INC.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
46603N202
(CUSIP Number)
 
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305

With a copy to:

Rick Miller                        
Bryan Cave LLP                        
1201 W. Peachtree St., 14th Floor                    
Atlanta, GA  30309                     
Tel: (404) 572-6600                    
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 May 26, 2016
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
SCHEDULE 13D
 
   CUSIP No. 46603N202
 
Page 2 of 7 Pages    

 
 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) ☑
 (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)         ☐
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                                                Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
 REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
187,953
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
187,953
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,953
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON
PN
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No. 46603N202
 
Page 3 of 7 Pages


 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) ☑
 (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ☐
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                                                Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
 REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0 
8
SHARED VOTING POWER
187,953
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
187,953
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,953
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON
OO
 
 
SCHEDULE 13D
 
CUSIP No. 46603N202
 
Page 4 of 7 Pages


 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Ryan Levenson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) ☑
 (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           ☐
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                                                United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
 REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0 
8
SHARED VOTING POWER
187,953
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
187,953
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,953
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON
IN
 
 
 

SCHEDULE 13D
 
CUSIP No. 46603N202
 
Page 5 of 7 Pages
 
 
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on August 24, 2015 (the "Schedule 13D"), with respect to the common stock, $0.0001 par value (the "Common Stock"), of IZEA, Inc., a Nevada corporation (the "Corporation" or "Issuer").  Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows:

 
Item 4.
Purpose of Transaction

The Reporting Persons reduced their percentage ownership in the Issuer below 5%.


Item 5.                           Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety to read as follows:
(a) As of the date of this filing, the Reporting Persons beneficially own 187,953 shares of Common Stock, or approximately 3.5% of the outstanding Common Stock (calculated based on information included in the Form 10-Q filed by the Corporation for the calendar quarter ended March 31, 2016, which reported that 5,342,153 shares of Common Stock were outstanding as of May 4, 2016).



SCHEDULE 13D
 
CUSIP No.  46603N202
 
Page 6 of 7 Pages


Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
Date:  June 10, 2016
PRIVET FUND LP
 
By: Privet Fund Management LLC,
Its Managing Partner
 
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
 
PRIVET FUND MANAGEMENT LLC
 
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
 
/s/ Ryan Levenson
Ryan Levenson
 
   


SCHEDULE 13D
 
CUSIP No. 46603N202
 
Page 7 of 7 Pages

SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
 

1.
Privet Fund LP(1)
Trade Date
Nature of Transaction
 (Purchase/Sale)
Number of
Shares
Price Per Share (2)
11/13/2015
Purchase
1,750
$8.1720
11/16/2015
Purchase
500
$8.4000
11/17/2015
Purchase
565
$8.4420
11/18/2015
Purchase
300
$8.3240
11/19/2015
Purchase
50
$8.0000
11/20/2015
Purchase
685
$7.7700
11/23/2015
Purchase
250
$7.9200
11/24/2015
Purchase
250
$8.0000
11/25/2015
Purchase
275
$7.8540
11/30/2015
Purchase
375
$8.2340
12/21/2015
Purchase
7,500
$7.2000
12/21/2015
Purchase
50
$7.7980
12/31/2015
Purchase
200
$8.0600
2/16/2016
Sale
-500
$7.0000
2/17/2016
Sale
-4,445
$6.5000
2/22/2016
Sale
-3,000
$6.5000
2/23/2016
Sale
-7,904
$6.4478
2/25/2016
Sale
-6,100
$6.9500
2/26/2016
Sale
-220
$7.5000
3/1/2016
Sale
-38
$7.9000
3/7/2016
Sale
-200
$7.9900
3/11/2016
Sale
-70
$7.7000
3/15/2016
Sale
-112
$7.7000
3/23/2016
Sale
-10,000
$7.8651
4/4/2016
Sale
-2,048
$6.7420
4/5/2016
Sale
-2,757
$6.7000
4/11/2016
Sale
-3,765
$6.6111
4/22/2016
Sale
-25,000
$7.0000
5/26/2016
Sale
-20,586
$6.5004
6/1/2016
Sale
-10,100
$6.5000
 
(1) Unless otherwise noted, all amounts shown reflect the Issuer's reverse stock split, which became effective on January 11, 2016.
(2) Not including any brokerage fees.