<SEC-DOCUMENT>0001179110-21-006611.txt : 20210611
<SEC-HEADER>0001179110-21-006611.hdr.sgml : 20210611
<ACCEPTANCE-DATETIME>20210611171300
ACCESSION NUMBER:		0001179110-21-006611
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210611
FILED AS OF DATE:		20210611
DATE AS OF CHANGE:		20210611

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Youakim Charles
		CENTRAL INDEX KEY:			0001864990

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-56267
		FILM NUMBER:		211012257

	MAIL ADDRESS:	
		STREET 1:		251 1ST AVENUE N
		STREET 2:		SUITE 200
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55401-1672

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sezzle Inc.
		CENTRAL INDEX KEY:			0001662991
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				810971660
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		251 1ST AVENUE N
		STREET 2:		SUITE 200
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55401
		BUSINESS PHONE:		651-235-6009

	MAIL ADDRESS:	
		STREET 1:		251 1ST AVENUE N
		STREET 2:		SUITE 200
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55401
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-06-11</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001662991</issuerCik>
        <issuerName>Sezzle Inc.</issuerName>
        <issuerTradingSymbol>SZL.AX</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001864990</rptOwnerCik>
            <rptOwnerName>Youakim Charles</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>251 1ST AVENUE N</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 200</rptOwnerStreet2>
            <rptOwnerCity>MINNEAPOLIS</rptOwnerCity>
            <rptOwnerState>MN</rptOwnerState>
            <rptOwnerZipCode>55401</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Executive Chairman and CEO</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, $.00001 par value</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>78820070</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, $.00001 par value</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>9553571</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By trust for the benefit of family members</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Options</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0.84</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2029-07-27</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>500000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">78,806,238 Shares are held directly or through family trusts, these shares are held in escrow until 7/30/2021.  Also, includes 13,832 Restricted Stock Units (&quot;RSU&quot;).  Each RSU represents the right to receive one share of Common Stock.</footnote>
        <footnote id="F2">The reporting person has sole dispositive power.</footnote>
        <footnote id="F3">229,167 shares are currently vested, the remainder vests in equal installments monthly, being fully vested on 7/27/2023.  All options are held in escrow until 7/30/2021.</footnote>
    </footnotes>

    <remarks>Exhibit 24.1 Power of Attorney attached hereto.</remarks>

    <ownerSignature>
        <signatureName>/s/ Don McConnell, as Attorney-in-Fact</signatureName>
        <signatureDate>2021-06-11</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>youakimpoa.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints CANDICE CIRESI and DON MCCONNELL,
signing singly, as his lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities (until
revoked in writing) to:

1.	Sign any and all instruments, certificates and documents
appropriate or required to be executed on behalf of the
undersigned pursuant to sections 13 and 16 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission (the "SEC"),
and with any other entity when and if such is mandated by
the Exchange Act or by the Bylaws of the Financial
Industry Regulatory Authority;

2.	prepare, execute, acknowledge, deliver and file a Form ID
(including any amendments or authentications thereto)
with respect to obtaining EDGAR codes, with the SEC; and

3.	perform any and all other acts which in the discretion of
such attorneys-in-fact are necessary or desirable for and
on behalf of the undersigned in connection with the
foregoing.

The undersigned acknowledges that:

1.	this Power of Attorney authorizes, but does not require,
such attorneys-in-fact to act in their discretion on
information provided to such attorneys-in-fact without
independent verification of such information;

2.	any documents prepared and/or executed by such attorneys-
in-fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain
such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;

3.	no such attorneys-in-fact assumes (a) any liability for
responsibility to comply with the requirements of the
Exchange Act for any of the undersigned, (b) any
liability for any failure to comply with such
requirements for any of the undersigned, or (c) any
obligation or liability for profit disgorgement under
Section 16(b) of the Exchange Act for the undersigned;
and

4.	this Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without
limitation the reporting requirements under Sections 13
and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-
in-fact full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary or appropriate to
be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if
present, with full power of substitution and revocation, hereby
ratifying all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of
this Power of Attorney.  This Power of Attorney shall remain in
full force and effect until revoked by the undersigned in a
signed writing delivered to such attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power
      of Attorney to be executed as of this May 11, 2021.



      				/s/ Charles Youakim
					(signature)

				Charles Youakim
					(name printed)







NY 247807733v1


NY 247807733v1
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
