Independence Bancshares Form 3/A Independence Bancshares / ROBERT B WILLUMSTAD 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^*

WILLUMSTAD ROBERT B

(Last) (First) (Middle)

C/O INDEPENDENCE BANCSHARES INC.

500 EAST WASHINGTON ST

(Street)

GREENVILLE SC 29601

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2013

3. Issuer Name and Ticker or Trading Symbol
Independence Bancshares, Inc. [ IEBS ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/16/2013

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)

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
STOCK OPTION (RIGHT TO BUY)	03/27/2013	03/27/2023	COMMON STOCK	181,250(1)(2)	0.8	D

Explanation of Responses:

1. THESE SHARES WERE OMITTED FROM THE REPORTING PERSON'S ORIGINAL FORM 3 FILED ON MAY 16, 2013.

2. ON MARCH 27, 2013, THE REPORTING PERSON WAS GRANTED AN OPTION TO PURCHASE 725,000 SHARES OF COMMON STOCK AT $0.80 PER SHARE. THE OPTION IMMEDIATELY VESTED FOR 181,250 SHARES, OR 25% OF THE SHARES. THE OPTION FOR THE REMAINING 543,750 SHARES, OR 75% OF THE SHARES, WOULD VEST RATABLY EVERY SIX MONTHS, BEGINNING JUNE 30, 2013, PROVIDED THAT AT EACH VESTING DATE, A CERTAIN PERFORMANCE CONDITION WITH RESPECT TO THE ISSUER HAD BEEN SATISFIED. IF THIS PERFORMANCE CONDITION WAS NOT SATISFIED PRIOR TO THE APPLICABLE VESTING DATE, THEN NO SHARES WOULD VEST ON SUCH VESTING DATE, AND THEN UPON THE DATE THAT THE PERFORMANCE CONDITION WAS SATISFIED, ALL SHARES THAT WOULD HAVE OTHERWISE VESTED WOULD IMMEDIATELY VEST.

	/s/ Robert B. Willumstad by Nelson Mullins Riley & Scarborough LLP with Power of Attorney	07/13/2015
	** 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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