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 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 *
BENOIT GERALD JAMES JR
   2. Issuer Name and Ticker or Trading Symbol
INFORMATION ANALYSIS INC [IAIC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O INFORMATION ANALYSIS INCORPORATED, 12015 LEE JACKSON MEMORIAL HWY STE 210		 3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021
(Street)

FAIRFAX, VA 22033		 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 12/10/2021   A   116,645 A $ 3.04 (1) 866,645 D  
Common Stock 12/10/2021   A   32,895 A $ 3.04 (2) 899,540 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
Warrants (right-to-buy) $ 4.5 12/10/2021   A   23,329   01/01/2023 12/31/2026 Common Stock 23,329 $ 3.04 803,329 (3) D  
Warrants (right-to-buy) $ 4.5 12/10/2021   A   6,579   01/01/2023 12/31/2026 Common Stock 6,579 $ 3.04 809,908 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BENOIT GERALD JAMES JR
C/O INFORMATION ANALYSIS INCORPORATED
12015 LEE JACKSON MEMORIAL HWY STE 210
FAIRFAX, VA 22033		   X   X   CEO  

Signatures

 /s/ Matthew T. Sands   12/14/2021
**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) Mr. Benoit purchased $354,600 of Units in a private placement transaction at $3.04/ Unit, which consisted of 116,645 shares of common stock and Warrants to purchase additional 23,329 shares of common stock. Unit price was based on the Volume Weighted Average Price per share for the five trading days ended December 2, 2021.
(2) Benoit Family Trust purchased $100,000 of Units in a private placement transaction at $3.04/ Unit, which consisted of 32,895 shares of common stock and Warrants to purchase additional 6,579 shares of common stock. Unit price was based on the Volume Weighted Average Price per share for the five trading days ended December 2, 2021.
(3) Warrants to acquire 23,329 shares of common stock reported herein are not exercisable until January 1, 2023.
(4) Warrants to acquire 29,908 shares of common stock reported herein are not exercisable until January 1, 2023.

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