Digital Brand Media & Marketing (DBMM) Form 5 Digital Brand Media & Marketing / Reggie James ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

James Reggie

(Last) (First) (Middle)

HOLLYDALE SNOWDENHAM LANE

(Street)

BRAMLEY, SURRY X0 GU5 0AT

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Digital Brand Media & Marketing Group, Inc. [ DBMM ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2017

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	10/01/2015		A5	7,982,328	A	$0.0161	7,982,328	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Preferred Series 1	$0.0161	10/01/2012		A5	166,176		04/01/2013	10/01/2017	Common Stock	8,828	$0.853	0	D
Preferred Series 1	$0.0161	10/01/2012		A5	188,538		04/01/2013	10/01/2017	Common Stock	10,000	$0.853	0	D
Preferred Series 1	$0.0161	10/01/2012		A5	141,404		04/01/2013	10/01/2017	Common Stock	7,500	$0.853	0	D
Preferred Series 1	$0.0161	10/01/2013		A5	150,000		10/01/2015	10/01/2019	Common Stock	7,956,000	$0.853	0	D
Preferred Series 1	$0.0161	10/01/2014		A5	450,000		10/01/2014	10/01/2019	Common Stock	23,868,000	$0.853	450,000	D
Preferred Series 1	$0.0161	10/01/2014		A5	150,000		10/01/2014	10/01/2019	Common Stock	7,956,000	$0.853	150,000	D

Explanation of Responses:

Remarks:

Preferred Series 1 created by corporate resolution on 12/01/2011 converts to 17.5% of the Common Stock and votes 52.5% of the Common Stock In July 2015, there was a reverse split of 1,000:1 - resulting conversions are split adjusted Directors and officers were unaware of the initial filing requirements and counsel had failed to advise of the requirement.

	/s/ Reggie James	11/09/2017
	** 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).
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