Know Labs (KNWN) Form 4 KNOW LABS / RONALD P ERICKSON 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^*

ERICKSON RONALD P

(Last) (First) (Middle)

500 UNION STREET

SUITE 810

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KNOW LABS, INC. [ KNWN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2022

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								540,934	D
Common Stock								8,334	I	.(1)
Common Stock								1,467	I	.(2)
Common Stock								20,335	I	.(3)
Common Stock								910,001	I	.(4)
Common Stock								2,014	I	.(5)

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 to Purchase Common Stock	$0.5(6)							01/31/2018	01/31/2023	Common Stock	855,000		855,000	D
Warrant to Purchase Common Stock	$0.5(6)							03/16/2018	03/16/2023	Common Stock	1,039,666		1,039,666	I	.(4)
Option to Purchase Common Stock(7)	$1.1							(7)	11/04/2024	Common Stock	1,200,000		1,200,000(7)	D
Warrant to Purchase Common Stock	$1.53(6)							12/15/2020	12/15/2025	Common Stock	2,000,000		2,000,000	D
Option to Purchase Common Stock(8)	$1.53							(8)	12/15/2025	Common Stock	3,731,350		3,731,350(8)	D
Option to Purchase Common Stock	$2.09							(9)	12/16/2026	Common Stock	1,000,000		1,000,000	D
Option to Purchase Common Stock	$1.41	12/14/2022		A		1,000,000		(9)	12/14/2027	Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. Held by Dia Armenta, the Reporting Person's wife.

2. Held by Ronald Erickson, the Reporting Person and Dia Armenta, the Reporting Person's wife.

3. Held by Juliz Limited Partnership- Family LP.

4. Held by J3E2A2Z Limited Partnership.

5. Held by Cerillion N4, an entity that is 50% owned by Dia Armenta, the Reporting Person's wife.

6. Price subject to adjustment.

7. Option shares vest upon the Company's successful listing of its Common Stock on Nasdaq or the New York Stock Exchange (including the NYSE American Market).

8. Milestone-based Option shares vest upon the Company's successful milestone achievements set forth in two Stock Option Agreements dated 12/15/2020.

9. Options vest quarterly over four years. Immediate vesting upon the occurrence of a Change-in-Control.

	/s/ Ronald P. Erickson	12/19/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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