Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Murphy Edward H
2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2016
3. Issuer Name and Ticker or Trading Symbol
IZEA, Inc. [IZEA]
(Last)
(First)
(Middle)
480 NORTH ORLANDO AVENUE, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WINTER PARK, FL 32789
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,977
D
 
Common Stock 13,127
I
By Dogfish Ventures LLLP (1)
Common Stock 3
I
By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   (2) 05/25/2017 Common Stock 6,250 $ 120 D  
Option (Right to Buy)   (3) 05/25/2017 Common Stock 3,134 $ 120 D  
Option (Right to Buy)   (4) 03/01/2023 Common Stock 25,000 $ 5 D  
Option (Right to Buy)   (5) 03/01/2023 Common Stock 9,384 $ 5 D  
Option (Right to Buy)   (6) 08/15/2023 Common Stock 219,949 $ 5 D  
Option (Right to Buy)   (7) 09/09/2019 Common Stock 70,858 $ 7.3 D  
Option (Right to Buy)   (8) 12/26/2024 Common Stock 40,000 $ 5.2 D  
Option (Right to Buy)   (9) 04/01/2025 Common Stock 7,300 $ 7.8 D  
Option (Right to Buy)   (10) 07/01/2025 Common Stock 3,108 $ 8.4 D  
Option (Right to Buy)   (11) 10/01/2025 Common Stock 3,307 $ 8 D  
Option (Right to Buy)   (12) 11/30/2025 Common Stock 37,388 $ 7.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Edward H
480 NORTH ORLANDO AVENUE
SUITE 200
WINTER PARK, FL 32789
  X     President and CEO  

Signatures

By: /s/ LeAnn Hitchcock as attorney-in-fact for Edward H. Murphy 03/02/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Edward Murphy, as a partner of Dogish Ventures LLLP, has voting power and investment power over the securities held by Dogfish Ventures LLLP.
(2) These options to purchase shares were issued under the Issuer's May 2011 Equity Incentive Plan (the "Plan") and vested 25% on May 25, 2013, and then in 36 equal installments monthly over the following 36 months. The number of shares and exercise price reflect the 1-for-40 reverse stock split that was effected on July 31, 2012 and the 1-for-20 reverse stock split that was effected on January 11, 2016.
(3) These options to purchase shares were issued under the Plan and vested 2,351 shares on May 25, 2012, and then in 12 equal installments monthly over the following 12 months. The number of shares and exercise price reflect the 1-for-40 reverse stock split that was effected on July 31, 2012 and the 1-for-20 reverse stock split that was effected on January 11, 2016.
(4) These options to purchase shares were issued under the Plan and vested in 36 equal installments monthly over the 36 months following the grant date, March 1, 2013. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(5) These options to purchase shares were issued on March 1, 2013 under the Plan and fully vested on March 1, 2014. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(6) These options to purchase shares were issued under the Plan and vested 54,987 shares on August 15, 2013, and then in 48 equal installments monthly over the following 48 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(7) These options to purchase shares were issued under the Plan and vested 7,381 shares on September 9, 2014, and then in 43 equal installments monthly over the following 43 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(8) These options to purchase shares were issued under the Plan and vested 6,000 shares on December 26, 2014, and then in 41 equal installments monthly over the following 41 months. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(9) These options to purchase shares were issued under the Plan and vest in 48 equal installments monthly over the 48 months following the grant date, April 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(10) These options to purchase shares were issued under the Plan and vest in 48 equal installments monthly over the 48 months following the grant date, July 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(11) These options to purchase shares were issued under the Plan and vest in 48 equal installments monthly over the 48 months following the grant date, October 1, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.
(12) These options to purchase shares were issued under the Plan and vest in 48 equal installments monthly over the 48 months following the grant date, November 30, 2015. The number of shares and exercise price reflect the 1-for-20 reverse stock split that was effected on January 11, 2016.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.