Jammin Java (JAMN) Form 4 JAMMIN JAVA / ROHAN MARLEY 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^*

MARLEY ROHAN

(Last) (First) (Middle)

C/O BRYANT RABBINO LLP

1180 AVENUE OF THE AMERICAS, STE 610

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JAMMIN JAVA CORP. [ JAMN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2015

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
Common Stock	12/16/2015		A		131,600(1)	A	$0.11	12,084,555	D
Common Stock	02/01/2016		A		145,487(1)	A	$0.1	12,230,042	D
Common Stock	03/29/2016		A		751,924(2)	A	$0.1	12,981,966	D
Common Stock								2,000,000	I	Through Marley Coffee, LLC

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
Stock Option	$0.46	06/30/2015		J(3)			1,333,334	(4)	09/10/2018	Common Stock	1,333,334	(5)	3,183,333	D
Stock Option	$0.195	06/30/2015		J(3)		1,333,334		(4)	09/10/2018	Common Stock	1,333,334	(5)	4,516,667	D
Stock Option	$0.195	06/30/2015		A		2,000,000		(6)	06/30/2020	Common Stock	2,000,000	(7)	6,516,667	D
Stock Option	$0.195	03/10/2016		J(8)			2,000,000	(6)	06/30/2020	Common Stock	2,000,000	(5)	4,516,667	D
Stock Option	$0.12	03/10/2016		J(8)		2,000,000		(6)	06/30/2020	Common Stock	2,000,000	(5)	6,516,667	D

Explanation of Responses:

1. Shares were issued pursuant to the 2013 Stock Incentive Plan of the Issuer, which issuance was exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. Shares were issued pursuant to the 2015 Amended and Restated Equity Incentive Plan of the Issuer, which issuance was exempt from Section 16(b) pursuant to Rule 16b-3(d). Includes $50,000 bonus for fiscal 2017.

3. On June 30, 2015, the Board of Directors of the Registrant provided that all 1,333,334 unvested options to purchase shares of the Registrant's common stock granted to the Reporting Person in August 2013 (options to purchase 2 million shares were originally granted, of which 666,666 options had vested), which originally had an exercise price of $0.46 per share, would be re-priced to have an exercise price of $0.195 per share, provided no other terms of the options were changed. These transactions are exempt from Section 16(b) pursuant to Rule 16b-3(d).

4. 666,667 options vested on September 10, 2015 and 666,667 options vest on September 10, 2016.

5. Granted in consideration for services rendered.

6. The Options vest annually over a three-year period from the grant date.

7. Granted in consideration for services rendered. Granted pursuant to the 2015 Equity Incentive Plan of the Registrant, which grant was exempt from Section 16(b) pursuant to Rule 16b-3(d).

8. On March 10, 2016, the Board of Directors of the Registrant provided that all 2,000,000 options to purchase shares of the Registrant's common stock granted to the Reporting Person in June 2015 (only the originally granted options and not the re-priced options), which originally had an exercise price of $0.195 per share, would be re-priced to have an exercise price of $0.12 per share, provided no other terms of the options were changed. These transactions are exempt from Section 16(b) pursuant to Rule 16b-3(d).

	/s/ Rohan Marley	05/20/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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