CannaPharmaRX (CPMD) Form 3 CANNAPHARMARX / MATHEW D SHERWOOD 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^*

SHERWOOD MATHEW D

(Last) (First) (Middle)

P.O. BOX 4375

(Street)

DILLON CO 80435

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2015

3. Issuer Name and Ticker or Trading Symbol
CANNAPHARMARX, INC. [ CPMD ]

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

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

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)
Common Stock	1,130,000(1)	D
Common Stock	400,000(2)	I	Through spouse
Common Stock	400,000	I	Through spouse

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 Options	11/01/2015(3)	11/01/2024(3)	Common Stock	750,000	1	D

Explanation of Responses:

1. Pursuant to the June 29, 2015 closing of the merger contemplated by the Amended and Restated Agreement and Plan of Merger dated April 21, 2015, all of the issued and outstanding capital stock of CannaPharmaRX, Inc., a Colorado corporation, was converted into shares of common stock, par value $0.0001 per share, of the Issuer. Mr. Sherwood received 1,130,000 shares pursuant to the merger.

2. Pursuant to the June 29, 2015 closing of the merger, all of the issued and outstanding capital stock of CannaPharmaRX, Inc., a Colorado corporation, was converted into shares of common stock, par value $0.0001 per share, of the Issuer.

3. Subject to Mr. Sherwood's continued services to the Board of Directors or as an employee of CannaPharmaRx, Inc., the stock option awards will vest over three years, one-third each year.

	/s/ Mathew D. Sherwood	07/13/2015
	** 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 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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