Statement of Changes in Beneficial Ownership (4)
16 August 2016 - 7:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Jennewine Brandon Chad
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2. Issuer Name
and
Ticker or Trading Symbol
CANNASYS INC
[
MJTK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1350 17TH STREET, SUITE 150
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/10/2015
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(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/8/2016
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J
(5)
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1515000
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D
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(1)
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0
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I
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By F-Squared Enterprises, LLC
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Grant
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$0
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7/10/2015
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A
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500000
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(3)
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12/31/2017
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Common Stock
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500000
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(3)
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500000
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D
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Restricted Stock Grant
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$0
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12/24/2015
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D
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500000
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(3)
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(3)
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Common Stock
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500000
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(3)
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0
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D
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Warrant
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$0.05
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12/24/2015
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A
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500000
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(3)
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12/31/2018
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Common Stock
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500000
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(3)
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500000
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D
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Series A Preferred Stock
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$0
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7/29/2016
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A
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1515000
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(4)
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(4)
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Common Stock
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1515000
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$0
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1515000
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I
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By F-Squared Enterprises, LLC
(2)
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Explanation of Responses:
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(
1)
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On July 8, 2016, reporting person agreed to exchange 1,515,000 shares of common stock for 1,515,000 shares of Series A Preferred Stock, and the common stock was returned to the issuer for cancellation.
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(
2)
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Reporting person is the sole member of F-Squared Enterprises, LLC.
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(
3)
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Reporting person received a grant of restricted stock for 500,000 shares of common stock, to vest in equal increments of 1/10th each quarter, beginning on 07/10/15 for the quarter ended 06/30/15, and thereafter, on the first day of each subsequent quarter, until fully vested. No shares were issued and on 12/24/15, the grant of restricted stock and the shares vested were cancelled in exchange for a warrant to purchase 500,000 shares of common stock, at an exercise price of $0.05 per share, with 100,000 shares of common stock vested on date of issuance and the remaining shares to vest 1/10th on the last day of each subsequent quarter beginning 03/31/16 until fully vested.
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(
4)
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Upon issuer's filing an amendment to its articles of incorporation effecting a reverse stock split and an increase in its authorized shares of common stock, all the outstanding shares of Series A Preferred Stock will immediately and automatically convert into shares of common stock, without any notice or action required on the part of the issuer or the reporting person.
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(
5)
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K - Transaction in equity swap or instrument with similar characteristics.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Jennewine Brandon Chad
1350 17TH STREET, SUITE 150
DENVER, CO 80202
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X
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Signatures
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Brandon Chad Jennewine
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8/15/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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