InCapta (INCT) Form 3 InCapta / JOHN FLEMING 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^*

FLEMING JOHN

(Last) (First) (Middle)

1950 FIFTH AVENUE, SUITE 100

(Street)

SAN DIEGO CA 92101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2015

3. Issuer Name and Ticker or Trading Symbol
InCapta, Inc. [ INCT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive 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)
Common stock	26,589	D

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
Series A preferred stock	09/15/2015	(1)	Common stock	(1)	(1)	D

Explanation of Responses:

1. Mr. Fleming owns 400 shares of Series A preferred stock, which is convertible, at his option, at any time into the number of fully paid and non-assessable shares of common stock as determined by dividing 1,000 by the amount that is a 10% discount to the average of the closing price per share of the common stock on the exchange in which the common stock is traded over the 10 trading day period ending immediately prior to the conversion date. The Series A preferred stock has not expiration date.

	/s/ John Fleming	12/10/2015
	** 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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