Filing Details

1

NAMES OF REPORTING PERSONS

GERALD JAMES BENOIT, JR.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

MARYLAND

NUMBER OF

7

SOLE VOTING POWER

2,500,000

SHARES

BENEFICIALLY

8

SHARED VOTING POWER

116,645

OWNED BY

EACH

9

SOLE DISPOSITIVE POWER

2,500,000

REPORTING

PERSON WITH

10

SHARED DISPOSITIVE POWER

116,645

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,616,645

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.78%

14

TYPE OF REPORTING PERSON

IN

Item 1.

SECURITY AND ISSUER: The class of equity security to which this statement relates is the common stock (the “Common Stock”), $0.001 par value per share (“Share”) of WaveDancer, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 12015 Lee Jackson Memorial Highway, Suite 210, Fairfax, Virginia, 22033.

Item 2.

IDENTITY AND BACKGROUND.

(a) Gerald James Benoit, Jr.

(b) c/o WaveDancer, Inc., 12015 Lee Jackson Memorial Highway, Suite 210, Fairfax, VA 22033

(c) Chairman and CEO, WaveDancer, Inc. (see (b))

(d) No

(e) No

(f) USA

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.   The source of funds used by the Reporting Person is personal funds of the Reporting Person. The Reporting Person did not borrow any funds to acquire his respective shares. The following table shows the APPROXIMATE amounts of funds paid for the Shares by the Reporting Person. Source of funds as stated do not apply to options and warrants to purchase common stock that are not yet exercised but are included in beneficial holdings.

G. James Benoit, Jr.                                                                                       $1,104,600

Item 4.

PURPOSE OF TRANSACTION.

The Reporting Person purchased the Shares for investment purposes. The Reporting Person is continuing to review the performance of his investment and his investment alternatives. As part of his ongoing review of his investment in the Shares, the Reporting Person may explore from time to time a variety of alternatives, including the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer in the open market or in privately negotiated transactions. The Reporting Person may explore other alternatives with respect to his investment in the Shares, including but not limited to an extraordinary corporate transaction involving the Issuer, changes in the present board of directors or management of the Issuer, or changes in the Issuer's business or corporate structure. Although the foregoing reflects activities presently contemplated by the Reporting Person with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that the Reporting Person will take any of the actions referred to above.

Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as they may deem necessary or appropriate in the future.

The Reporting Person has no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)

The Reporting Person hereby report beneficial ownership, in the manner hereinafter described:

(b)

G. James Benoit, Jr., has sole voting and dispositive power over his shares enumerated in paragraph (a). G. James Benoit, Jr., and his spouse Kari L. Benoit have shared voting and dispositive power over their shares enumerated in paragraph (a).

(c)

Transactions for the 60 days prior to the date of this Schedule 13D:

Person Who Effected the

Transaction

Transaction Date

Number of Shares

Purchased

Price per Share

G. James Benoit, Jr. and

Kari L. Benoit

12/10/2021 (1)

116,645

$3.04

G James Benoit, Jr.

12/30/2021 (2)

1,000,000

4.89

(d)

Right to receive or power to direct: Not applicable.

(e)

Date Reporting Person ceased to be 5% owner: Not applicable.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

None.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

None.

/s/ Gerald James Benoit, Jr.

GERALD JAMES BENOIT, JR.