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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sample Steven L 3512 E. SILVER SPRINGS BLVD - #243 OCALA, FL 34470 |
None as of 01/17/2017 | |||
| /s/ Steven L. Sample | 01/18/2017 | |
| **Signature of Reporting Person | Date |
| * | 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) | Reporting Person consummated his obligation to sell 2,500,000 shares of his personal restricted common stock of the Issuer to the current CEO of Issuer under the terms of a Right of Refusal to Purchase Shares of Common Stock at par value executed on January 15, 2016. The CEO, as purchaser, completed the purchase transaction on 1/17/2017. Following this disposition of Reporting Person's shares, Reporting Person was no longer a shareholder of 10% or more of the Issuers issued and outstanding common shares as of the sale date. |
| (2) | Reporting Person consummated his obligation to sell 2,500,000 shares of his personal restricted common stock of the Issuer to the current CEO of Issuer under the terms of a Right of Refusal to Purchase Shares of Common Stock at par value executed on January 15, 2016. The CEO, as purchaser, completed the purchase transaction on 1/17/2017. Following this disposition of Reporting Person's shares, Reporting Person was no longer a shareholder of 10% or more of the Issuers issued and outstanding common shares as of the sale date. |
| (3) | Pursuant to the Right of First Refusal to Purchase Common Stock given to incoming CEO of Issuer at closing of the acquisition on January 15, 2016, Reporting Person was obligated to sell said shares at par value. |
| (4) | Reporting Person consummated his obligation to sell 2,500,000 shares of his personal restricted common stock of the Issuer to the current CEO of Issuer under the terms of a Right of Refusal to Purchase Shares of Common Stock at par value executed on January 15, 2016. The CEO, as purchaser, completed the purchase transaction on 1/17/2017. Following this disposition of Reporting Person's shares, Reporting Person was no longer a shareholder of 10% or more of the Issuers issued and outstanding common shares as of the sale date. |
| (5) | On January 12, 2017 the Board of Directors of Issuer resolved to issued 132,248 shares of its restricted common stock to Reporting Person under the terms of an Anti-Dilution Agreement to which Issuer and Reporting Person were parties. On January 17, 2017, Reporting Person resigned as employee and Director of Issuer, and Issuer simultaneously agreed to Issue the anti-dilutive shares. It is anticipated that the shares will be issued on or about January 26, 2017. Reporting Person has elected to report that transaction herewith to give effect to his best efforts in maintaining transparency. The issuance of the anti-dilutive shares will not cause the Reporting Person to own 10% or more of the Issuer's issued and outstanding shares, and Reporting Person will become a "non-affiliate" of the Issuer after the mandatory 90 day period following these events. The Anti-Dilution Agreement was terminated on January 17, 2017 by agreement of the parties. |
| (6) | The Anti-Dilution Agreement by and between the Issuer and the Reporting Person under which these shares were issued called for the Reporting Person to pay par value for the shares acquired. The Anti-Dilution Agreement was terminated on January 17, 2017 by agreement of the parties. |
| (7) | Reporting Person disclaims any beneficial ownership in securities held by others, and disclaims beneficial ownership of any person in his securities. |
| Remarks: Effective 01/17/2017, Reporting Person resigned as a director of the Issuer and on that same date disposed of stock resulting in his ownership becoming less than 10% of the issued and outstanding shares of Issuer. As a result, 90 days from the date of these transactions, the Reporting Person will no longer be considered an "affiliate" or "insider" of the company and will no longer be subject to Section 16 reporting. Reporting Person disclaims any beneficial ownership in shares held by others, and disclaims beneficial ownership of any other person in his securities. | |