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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * GARDNER LINDSAY A   2. Issuer Name and Ticker or Trading Symbol IZEA, Inc. [IZEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 480 NORTH ORLANDO AVENUE, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 05/16/2016 (Street) WINTER PARK, FL 32789 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 (City) (State) (Zip) 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 05/16/2016   M   3,261 A $ 0 (1) (2) 68,179 D

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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 Underlying Securities (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

Restricted Stock Units

$ 0 (1)

05/16/2016

A

3,261

(3)

(3)

Common Stock

3,261

$ 0 (3)

3,261

D

Restricted Stock Units

$ 0 (1) (2)

05/16/2016

M

3,261

(3)

(3)

Common Stock

3,261

$ 0 (2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GARDNER LINDSAY A 480 NORTH ORLANDO AVENUE SUITE 200 WINTER PARK, FL 32789	X

Signatures

By: /s/ LeAnn Hitchcock as attorney-in-fact for Lindsay A. Gardner		05/16/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each Restricted Stock Unit represents a right to receive at settlement one share of Issuer common stock.
(2)	This transaction represents the settlement of Restricted Stock Units in shares of Issuer common stock.
(3)	Restricted Stock Units ("RSU") received for director fees valued at $18,750 based on the closing market price of $5.75 on the grant date, vesting as to 362 shares on May 16, 2016 and 362 shares on the last day of each month from May 31, 2016 through November 30, 2016 and the final vesting of 365 shares on December 31, 2016. The Issuer shares of common stock underlying the RSU were issued on the grant date, but are restricted by the vesting period of the RSU. In the event the Reporting Person no longer serves as a director at each vesting date, any unvested shares will be forfeited to the Issuer. The RSU has no expiration date.

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