Iota Communications (IOTC) Form 4 IOTA COMMUNICATIONS / Terrence DeFranco 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^*

DeFranco Terrence

(Last) (First) (Middle)

600 HAMILTON STREET

SUITE 1010

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IOTA COMMUNICATIONS, INC. [ IOTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2020

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	10/20/2020		A		44,864,714	A	(1)	45,873,047	D

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
Stock Options (right to buy)	(2)	05/19/2021		D			13,475,000	(2)	(2)	Common stock	13,475,000	(2)	0	D
Stock Options (right to buy)	$0.27	05/19/2021		A		13,475,000		(3)	05/19/2026	Common stock	13,475,000	(3)	13,475,000	D

Explanation of Responses:

1. These shares were distributed to the Reporting Person by Spectrum Networks Group, LLC, a company in which the Reporting Person was a member at the time of such distribution.

2. Options to acquire up to 13,475,000 common stock of the issuer previously granted to the Reporting Persons were cancelled and returned to the issuer pursuant to the Stock Option Termination Agreement between the Reporting Person and the issuer, dated May 19, 2021. These options were granted by the Issuer to the Reporting Person under the Issuer's equity incentive plans and included the following options: (i) an option granted on April 8, 2014 to acquire 675,000 shares at an exercise price of $1.20 per share; (ii) an option granted on April 22, 2016 to acquire 500,000 shares at an exercise price of $0.60 per share; (iii) an option granted on April 22, 2016 to acquire 300,000 shares at an exercise price of $1.20 per share; (iv) an option granted on September 5, 2018 to acquire 4,000,000 shares at an exercise price of $0.99 per share, and (v) an option granted on April 1, 2019 to acquire 8,000,000 shares at an exercise price of $0.50 per share.

3. These options were granted by the Issuer to the Reporting Person on May 19, 2021 pursuant to the Issuer's 2017 Equity Incentive Plan and are fully vested upon issuance.

	/s/ Terrence DeFranco	05/20/2021
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.