Spotlight Innovation Form 3 Spotlight Innovation / Michael Kemery 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^*

Kemery Michael

(Last) (First) (Middle)

11147 AURORA AVENUE

BUILDING 3

(Street)

URBANDALE IA 50322

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2015

3. Issuer Name and Ticker or Trading Symbol
Spotlight Innovation, Inc. [ STLT ]

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

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

5. 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 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)
Common Stock	3,017,676	I	By LLC(1)

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
8% Convertible Note	12/31/2015	(2)	Common Stock	1,666,667	0(2)	I	By LLC(3)(4)
Warrant	10/18/2016	12/31/2019	Common Stock	180,000	1.46	I	By LLC(4)(3)
Warrant	10/18/2016	12/31/2019	Common Stock	150,000	1	I	By LLC(3)(4)
Warrant	10/18/2016	12/31/2019	Common Stock	250,000	1	I	By LLC(3)(4)
Warrant	10/18/2016	12/31/2019	Common Stock	100,000	1.25	I	By LLC(4)(3)

Explanation of Responses:

1. Based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Manager of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity.

2. This number is rounded to the nearest whole number. Represents 50% of total number of shares (3,333,333) issuable upon conversion of an 8% convertible promissory note, in the principal amount of $2,500,000, owned by K-4 (the "Note"). The Note, originally issued on December 31, 2015, was subsequently amended and restated pursuant to that certain Forbearance and Refinancing Agreement dated October 18, 2016 (the "Refinanced Noted"). The Refinanced Note is convertible only in those circumstances described in the Refinanced Note. The Maturity Date as defined in the Refinanced Note is December 31, 2021. The number of shares reported as securities underlying the Refinanced Note does not include shares issuable upon conversion of accrued interest.

3. The Reporting Person is the Manager of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity.

4. Based on 50% of total held by K-4, which represents the 50% equity ownership interest held by the Reporting Person.

	/s/ Michael Kemery	12/09/2016
	** 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 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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