Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CARTWRIGHT HENRY E	2. Issuer Name and Ticker or Trading Symbol U-SWIRL, INC. [ SWRL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Pres. & Chairman of the Board
(Last)          (First)          (Middle) 1175 AMERICAN PACIFIC DRIVE, SUITE C	3. Date of Earliest Transaction (MM/DD/YYYY) 1/14/2013
(Street) HENDERSON, NV 89074 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Restricted Stock	1/14/2013		A (4)		253333	A	(4)	457333	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Options (Right to Buy)	$0.42							(1)	5/16/2016	Common Stock	175000		175000	D
Options (Right to Buy)	$0.28							(2)	11/17/2016	Common Stock	54000		54000	D
Options (Right to Buy)	$0.28							(3)	11/17/2016	Common Stock	5000		5000	I	By spouse.

Explanation of Responses:
( 1)	Options granted as compensation. 50% of the options vest on 5/16/2012 with the remaining 50% vesting on 5/16/2013.
( 2)	Options granted as compensation. 27,000 options vest on 11/17/12 with the remaining 27,000 options vesting on 11/17/13.
( 3)	Options granted to Mr. Cartwright's spouse as compensation. 2,500 options vest on 11/17/12 with the remaining 2,500 options vesting on 11/17/13.
( 4)	Restricted shares were issued as compensation. Shares are subject to forfeiture and vest at the rate of 20% per year beginning 1/14/2014.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARTWRIGHT HENRY E 1175 AMERICAN PACIFIC DRIVE, SUITE C HENDERSON, NV 89074	X		Pres. & Chairman of the Board

Signatures
Henry E. Cartwright		1/16/2013
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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