Spendsmart Networks Form 4 SPENDSMART NETWORKS / ISAAC BLECH 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^*

BLECH ISAAC

(Last) (First) (Middle)

1271 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPENDSMART NETWORKS, INC. [ SSPC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2014

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

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 (right to buy)(1)	$7.2	11/25/2014		D			23,333	(2)	07/19/2016	Common Stock	23,333	$0	0	D
Warrant (right to buy)(1)	$6.3	11/25/2014		D			66,667	(2)	08/04/2016	Common Stock	66,667	$0	0	D
Warrant (right to buy)(1)	$7.67	11/25/2014		D			166,667	(2)	11/01/2016	Common Stock	166,667	$0	0	D
Warrant (right to buy)(1)	$6.45	11/25/2014		D			333,333	(2)	07/23/2017	Common Stock	333,333	$0	0	D
Stock Option (right to buy)(1)	$1.15	11/25/2014		A		550,000		(3)	11/25/2019	Common Stock	550,000	$0	550,000	D
Stock Option (right to buy)	$0.92	03/05/2015		A		45,000		(4)	03/05/2020	Common Stock	45,000	$0	45,000	D

Explanation of Responses:

1. On November 25, 2014, four warrants were cancelled by unanimous written consent of the Board of Directors of Issuer and a replacement stock option was issued.

2. The warrant was fully exercisable at the time of cancellation.

3. The option may only be exercised if the common stock of the Issuer trades above $1.75 per share for five consecutive business days or upon a change of control

4. The option is fully exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ori Solomon - Attorney-in-Fact for Isaac Blech	09/21/2015
	** 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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