RenovaCare (RCAR) Form 4 RenovaCare / HARMEL S RAYAT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAYAT HARMEL S

(Last) (First) (Middle)

700 - 688 WEST HASTINGS STREET

(Street)

VANCOUVER A1 V6B 1P1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RenovaCare, Inc. [ RCAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

4. If Amendment, Date of 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

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, par value $0.00001	12/31/2015		J(1)		12,000	A	$1.95	35,576,800(2)	I	Kalen Capital Corporation(3)
Common Stock, par value $0.00001	12/31/2015		J(4)		3,000,000	A	$0	38,576,800(2)	I	Kalen Capital Corporation(3)
Common Stock, par value $0.00001	12/31/2015		J(5)		3,800,000	A	$0	42,376,800(2)	I	Kalen Capital Corporation(3)

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 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: 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
Series D Stock Purchase Warrant	$1.1(6)	12/31/2015		J(5)		800,000		06/05/2015	06/05/2020	Common stock, par value $0.00001	800,000	$1.1	7,800,000(7)	I	Kalen Capital Corporation(3)

Explanation of Responses:

1. On December 31, 2015, Kalen Capital Corporation purchased 12,000 shares of the Issuers common stock in a private transaction for the aggregate amount of $23,400.

2. Does not include derivative securities owned by Kalen Capital Corporation; see footnote 7.

3. Mr. Rayat is the sole shareholder and sole director of Kalen Capital Corporation.

4. For estate planning purposes, on December 31, 2015, the KJR Family Trust (KJR), a trust formed for the benefit of Mr. Rayats son, of which Mr. Rayat is not a beneficiary, and the sole owner of the all of the issued and outstanding shares of 1420524 Alberta Ltd. (1420524 Alberta), wound up and dissolved (the KJR Dissolution). As part of the KJR Dissolution, KJR distributed the shares of 1420524 Alberta to Mr. Rayats wife, who sold the shares of 1420524 Alberta to Kalen Capital Corporation for $1.00, upon which time Kalen Capital Corporation filed to amalgamate 1420524 Alberta into Kalen Capital Corporation, thereby combining the two companies, with Kalen Capital Corporation being the surviving entity. 1420524 Albertas assets consist of, among other things, 3,000,000 shares of the Issuers common stock.

5. For estate planning purposes, on December 31, 2015, the TJR Family Trust (TJR), a trust formed for the benefit of Mr. Rayats daughter, of which Mr. Rayat is not a beneficiary, and the sole owner of the all of the issued and outstanding shares of 1420468 Alberta Ltd. (1420468 Alberta), wound up and dissolved (the TJR Dissolution). As part of the TJR Dissolution, TJR distributed the shares of 1420468 Alberta to Mr. Rayats wife, who sold the shares of 1420468 Alberta to Kalen Capital Corporation for $1.00, upon which time Kalen Capital Corporation filed to amalgamate 1420468 Alberta into Kalen Capital Corporation, thereby combining the two companies, with Kalen Capital Corporation being the surviving entity. 1420468 Albertas assets consist of, among other things, 3,800,000 shares of the Issuers common stock and a Series D Stock Purchase Warrant to purchase up to 800,000 shares of the Issuers common stock.

6. The Series D Stock Purchase Warrants may be exercised on a cashless basis.

7. Consists of (a) a Series B Stock Purchase Warrant to purchase up to 3,500,000 shares of the Issuers common stock at an exercise price of $0.46 per share through November 29, 2018; (b) a Series C Stock Purchase Warrant to purchase up to 3,500,000 shares of the Issuers common stock at an exercise price of $0.49 per share through November 29, 2018; and (c) a Series D Stock Purchase Warrant to purchase up to 800,000 shares of the Issuers common stock at an exercise price of $1.10 per share through June 5, 2020. Each of the foregoing warrants may be exercised on a cashless basis.

	Harmel S. Rayat	01/05/2016
	** Signature of Reporting Person	Date
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