TWO RIVERS WATER & FARMING (TURV) Form 4 TWO RIVERS WATER & FARMING / Wayne Edward Harding III 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^*

Harding Wayne Edward III

(Last) (First) (Middle)

2000 S COLORADO BLVD

#1-3100

(Street)

DENVER CO 80222

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWO RIVERS WATER & FARMING Co [ TURV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2016

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
Common Stock Option	$0.2	08/11/2016		A		200,000		08/11/2016	08/11/2026	Common Shares	200,000	$0.2	200,000	D
Common Stock Option	$0.5(1)	08/11/2016		A		200,000		12/31/2017	08/11/2026	Common Shares	200,000	$0.5(1)	400,000	D
Common Stock Option	$1(2)	08/11/2016		A		200,000		12/31/2018	08/11/2026	Common Shares	200,000	$1(2)	600,000	D

Explanation of Responses:

1. Exercise price shall be $0.50 if stock price on December 31, 2017 is at or above $0.50. If the stock price is below $0.50, the exercise price shall be equal to the stock price calculated on a VWAP for the 30-day period preceding December 31, 2017, but not below $0.25.

2. Exercise price shall be $1.00 if stock price on December 31, 2018 is at or above $1.00. If the stock price is below $1.00, the exercise price shall be equal to the stock price calculated on a VWAP for the 30-day period preceding December 31, 2018, but not below $0.25.

	Wayne Harding	09/14/2016
	** 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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