| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/13/2018 | 3. Issuer Name and Ticker or Trading Symbol GENESIS FINANCIAL INC [ GFNL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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, Par Value $0.001 per share | 2,641,740 | D | |
| Common Stock, Par Value $0.001 per share | 13,607,615 | I | By a controlled entity(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Common Stock Purchase Warrant (right to buy) | (2) | 02/12/2023 | Common Stock | 483,260 | (2) | D | |
| Common Stock Purchase Warrant (right to buy)(3) | (2) | 02/12/2023 | Common Stock | 848,442(3) | (2) | I | (3) See foot note |
| Explanation of Responses: |
| 1. Shares are held of record and owned by Debit Plus LLC. The undersigned reporting person, together with Gary Larkin, the Executive Chairman of Genesis Financial, holds all of the voting units of Debit Plus LLC and shares voting and dispositive control over these shares with Mr. Rose. All investment and voting decisions are made jointly by Messrs. Larkin and Rose. Accordingly, the undersigned may be deemed to share voting and dispositive power with respect to such shares. The undersigned disclaims beneficial ownership of such shares except to the extent of his proportionate and any other pecuniary interest. |
| 2. The warrants are currently exercisable through February 12, 2023 at a per share exercise price of $3.00. |
| 3. The reporting person is the Chief Executive Officer and holder of approximately 7.7% of the currently outstanding share capital of Whitestone Investment Network, Inc. ("Whitestone"), which is the record holder and owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by Whitestone, except to the extent of his pecuniary interest in Whitestone. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| /s/ Roy Rose | 06/20/2018 | |
| ** 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). | ||
| 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. | ||
