James D McGraw Form 3/A IRONCLAD ENCRYPTION / James D McGraw 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^*

McGraw James D

(Last) (First) (Middle)

777 SOUTH POST OAK LANE

SUITE 1700

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2017

3. Issuer Name and Ticker or Trading Symbol
IRONCLAD ENCRYPTION Corp [ IRNC ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/13/2017

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)
Class A, Common Stock	23,480,891	D

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
Common Stock (Right to Buy)(1)	01/06/2017	01/06/2019	Class A, Common Stock	500,000	0.15	D
Stock Option (Right to Buy)	01/05/2018	01/05/2021	Class A, Common Stock	1,000,000	0.15	D
Stock Option (Right to Buy)	01/05/2019	01/05/2022	Class A, Common Stock	1,000,000	0.15	D
Stock Option (Right to Buy)	01/05/2020	01/05/2023	Class A, Common Stock	1,000,000	0.15	D
Stock Option (Right to Buy)	01/05/2021	01/05/2024	Class A, Common Stock	1,000,000	0.15	D
Stock Option (Right to Buy)	(2)	(3)	Class A, Common Stock	10,000,000	1	D

Explanation of Responses:

1. Prior to Reporting Person becoming an insider, he received a right to purchase shares on a person to person transaction.

2. These Options become exercisable at such time as the price of the Company's Class A Common Stock as quoted on the market on which it is traded equals or exceeds Fifteen Dollars ($15.00) per share.

3. These Options expire if not exercised before two (2) years after vesting.

	/s/ James D. McGraw	09/01/2017
	** 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 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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