Agritech Worldwide (FBER) Form 4 Z TRIM / Edward B Smith III 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^*

Smith Edward B III

(Last) (First) (Middle)

C/O ARISTAR CAPITAL MANAGEMENT, LLC

1120 AVE OF THE AMERICAS, SUITE 1514

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Z TRIM HOLDINGS, INC [ ZTHO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2015

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, $0.00005 par value	06/30/2015		J		64,549	A	(1)	350,164	D

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
Warrant	(2)	06/30/2015		J			64,561(1)(2)	(1)(2)	(1)(2)	Common Stock, $0.00005 par value	64,561	(1)	0	D

Explanation of Responses:

1. On June 30, 2015, in accordance with the terms of various exchange agreements, Z Trim Holdings, Inc. (the "Company") and the holders, including the reporting person, of certain of its outstanding warrants (the "Existing Warrants") exchanged (the "Exchange") Existing Warrants for shares of the Company's common stock, par value $0.00005 per share (the "Common Stock"). The number of shares of Common Stock received in the Exchange was the equivalent number of shares of Common Stock that would have been issued if the exercise price of the Existing Warrants had been $0.00005 per share. The holders of the shares of Common Stock received in the Exchange, including the reporting person, are prohibited from selling or transferring these shares for a period of one year from the date of issuance.

2. The Existing Warrants were exercisable at the time of the Exchange and had expiration dates ranging from January 2011 to January 2016. Due to the application of anti-dilution provisions (a) the number of shares of Common Stock issuable upon exercise of the Existing Warrants increased from 18,077 shares to 64,561 shares, and (b) the exercise price of the Existing Warrants decreased from a range of $1.50-$1.25 to $0.35 per share.

Remarks:

	/s/ Edward B. Smith III	07/02/2015
	** 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).
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