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)
11/13/2015

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

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
Convertible Promissary Note (right to buy)	$0.75	11/13/2015		A		45,333(1)		11/13/2015	05/13/2016	Common Stock	45,333(3)	$34,000	45,333(1)	D
Convertible Promissary Note (right to buy)	$0.75	11/13/2015		A		231,111(2)		11/13/2015	05/13/2016	Common Stock	231,111(3)	$173,333.28	231,111(2)	I	By Trust
Warrant (right to buy)	$6	11/13/2015		D(4)			125,000	(4)	11/16/2015	Common Stock	125,000	(4)	0	D
Warrant (right to buy)	$6	11/13/2015		A(4)		125,000		(4)	12/16/2015	Common Stock	125,000	(4)	125,000	D

Explanation of Responses:

1. The number of shares represents a Convertible Promissory Note in principal amount of $34,000 and has a maturity date of 5/13/2016 and an annual interest rate of 9%. The outstanding principal and interest may be converted at any time at a conversion rate of $0.75 per share of Common Stock.

2. The aggregate number of shares represents three Convertible Promissory Notes in principal amounts of $80,000, $53,333.28, and $40,000. Each Note has a maturity date of 5/13/2016 and an annual interest rate of 9%. The outstanding principal and interest may be converted at any time at a conversion rate of $0.75 per share of Common Stock.

3. This figure represents the number of shares into which the aggregate principal amounts of the Notes may be converted. Additional shares may be issued upon conversion as a result of interest accumulated on the Notes.

4. The two reported transactions involved an amendment of an outstanding warrant, resulting in a deemed cancellation of the "old" warrant and a grant of a replacement warrant. The warrant was originally granted on November 16, 2010 and was fully exercisable at the time of the transactions.

Remarks:

	/s/ Ori Solomon - Attorney-in-Fact for Isaac Blech	11/17/2015
	** 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).
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