VPR Brands (VPRB) Form 4 VPR Brands / Kevin Frija 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^*

Frija Kevin

(Last) (First) (Middle)

C/O VPR BRANDS, LP

4401 NW 167TH STREET

(Street)

MIAMI FL 33055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VPR Brands, LP. [ VPRB ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, Chairman & Director

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2016

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
Common Units	05/31/2016		J(2)		2,000,000	A	$0.01	20,589,408	D

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
Right to Buy	$0.01	05/31/2016		J(2)			2,000,000	05/29/2015	09/05/2016	Common Units	2,000,000	$0	21,000,000(1)(2)	D

Explanation of Responses:

1. On May 29, 2015, Reporting Person entered into a Share Purchase Agreement with the Issuer, whereby Issuer granted Reporting Person a right to buy up to 50,000,000 shares of Common Units at a purchase price of $0.01 per share ("Right to Buy"). The Right to Buy was exercisable on May 29, 2015 and expires on September 5, 2016. On June 4, 2015, March 28, 2016, and May 23, 2016, Reporting Person partially exercised the Right to Buy to purchase 10,000,000, 15,000,000, and 2,000,000 Common Units, respectively, at a purchase price of $0.01 per unit (for an aggregate of $100,000, $150,000, and $20,000, respectively), leaving a balance as of May 23, 2016 of 23,000,000 Common Units to purchase at $0.01 per unit under the Right to Buy.

2. On May 31, 2016 (as reported herein), the Reporting Person further partially exercised the Right to Buy to purchase 2,000,000 Common Units at a purchase price of $0.01 per unit (for an aggregate of $20,000), leaving a balance of 21,000,000 Common Units to purchase at $0.01 per unit under the Right to Buy.

	/s/ Kevin Frija	09/01/2016
	** 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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