Spotlight Innovation Form 4 Spotlight Innovation / Michael Kemery 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^*

Kemery Michael

(Last) (First) (Middle)

11147 AURORA AVENUE

BUILDING 3

(Street)

URBANDALE IA 50322

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2016

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
Convertible Note	$0(1)	12/19/2016	12/19/2016	P		971,897(3)		12/19/2016	(1)	Common Stock	971,897(3)	(3)	971,897(3)	I	See footnote.(2)
Common Stock Purchase Warrant	$1.2	12/19/2016	12/19/2016	P		1,037,500(3)		12/16/2016	12/31/2018	Common Stock	1,037,500(3)	$1.2	1,037,500(3)	I	See footnote.(2)

Explanation of Responses:

1. $830,000 principal amount convertible promissory note (the Note). The Note bears interest at the rate of six percent per annum, and is convertible into shares of common stock of the Company at a price equal to Seventy Percent (70%) of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion.

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

3. Based on 50% of total held by K-4. The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity. The number of shares was calculated as if converted using the December 19, 2016 average closing bid price. That six month average was $0.61 per share, and the conversion price (70%) was $0.427 per share, for a total of 1,943,793 shares.

	/s/ Michael Kemery	12/21/2016
	** 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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