MobileSmith (MOSTQ) Form 4 MobileSmith / Avy Lugassy 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^*

Lugassy Avy

(Last) (First) (Middle)

106 CHEMIN DES HAUTS CRETS, 1253

(Street)

VANDOEUVRES, GENEVA V8 00000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MobileSmith, Inc. [ MOST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2020

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

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
Series A Convertible Preferred Shares	(1)	12/23/2020		J(2)		433,008		(3)	(4)	Common Shares	12,990,240	$42.9	441,164	I	Reporting Person beneficially owns or controls entities that own the derivative securities
Series A Convertible Preferred Shares	(1)	12/21/2020		P		8,156		(3)	(4)	Common Shares	244,680	$42.9	8,156	I	Reporting Person beneficially owns or controls entities that own the derivative securities
Series A Convertible Preferred Shares	(1)	01/13/2021		P		10,723		(3)	(4)	Common Shares	321,690	$42.9	451,887	I	Reporting Person beneficially owns or controls entities that own the derivative securities

Explanation of Responses:

1. Each share of Series A Convertible Preferred convert into 30 shares of common stock

2. 433,008 shares of Series A Convertible Preferred stock have been issued in exchange of $18,576,007 of face value of debt securities, including accrued interest. Of $18,576,007 in debt exchanged, $17,211,007 was convertible and $1,365,000 was non-convertible.

3. Series A Preferred are convertible at the option of the holder

4. The preferred shares are perpetual

	/s/ Avy Lugassy	01/14/2021
	** 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).
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