Spendsmart Networks Form 3 SPENDSMART NETWORKS / Brett Reid Schnell ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Schnell Brett Reid

(Last) (First) (Middle)

805 AEROVISTA PLACE, SUITE 205

(Street)

SAN LUIS OBISPO CA 93401

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (option to buy)	(1)	03/21/2019	Common Stock	150,000	1.15	D
Stock Option (option to buy)	(2)	11/18/2019	Common Stock	25,000	1.15	D

Explanation of Responses:

1. Options to purchase 75,000 shares are currently exercisable, options to purchase 37,500 will vest on March 21, 2016 and options to purchase 37,500 will vest on March 21, 2017.

2. Options to purchase 6,250 shares are currently exercisable, options to purchase 6,250 will best on November 18, 2016 and options to purchase 6,250 will vest on November 18, 2017.

	/s/ Brett Schnell	03/04/2016
	** 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 5 (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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