The Coretec Group Inc. (CRTG) Form 4 3DICON / VICTOR F KEEN 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^*

KEEN VICTOR F

(Last) (First) (Middle)

C/O 3DICON CORPORATION

6804 SOUTH CANTON AVENUE, SUITE 150

(Street)

TULSA OK 74136

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
3DICON CORP [ TDCP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

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
Series B Convertible Preferred Stock	(1)	09/30/2016		A		111,880(2)		09/30/2016	(3)	Common Stock	214,138,320	(4)	1,345,968	D
Series B Convertible Preferred Stock	(1)	09/30/2016		A		152,386		09/30/2016	(3)	Common Stock	291,666,804	(5)	1,457,848	D

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock is convertible into 1,914 shares of common stock.

2. Pursuant to the issuance of Series B Convertible Preferred Stock by Issuer to Cartlon James North Dakota LTD of which the Reporting Person is a member. The number of shares represented in this column reflects the pro rata amount beneficially owned by the Reporting Person.

3. None

4. The price of the derivative security was not determined for this transaction as the issuance reported was made in connection with a share exchange between the Issuer and Reporting Person on September 30, 2016.

5. The price of the derivative security was not determined for this transaction as the issuance reported was made in lieu of a cash payment equal to $87,500.

	/s/ Victor F. Keen	10/05/2016
	** 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).
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