| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Generation Alpha, Inc. [ GNAL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/30/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Stock, par value $0.001 per share | 11/30/2018 | D(1) | 250,000 | D | $0.00(2) | 100,000 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option | $0.74 | 11/30/2018 | D(3) | 1,344,797 | 08/22/2018 | 08/22/2023 | Common Stock | 1,344,797 | $0.00(4) | 0 | D | ||||
| Stock Option | $0.94 | 11/30/2018 | D(3) | 750,000 | 08/27/2018 | 08/27/2023 | Common Stock | 750,000 | $0.00(4) | 0 | D | ||||
| Stock Option | $0.69 | 11/30/2018 | A | 2,344,797 | 11/30/2018 | 11/30/2023 | Common Stock | 2,344,797 | $0.00(5) | 2,344,797 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person gave back to the Issuer the 250,000 shares of common stock previously granted to her on February 14, 2018 in connection with her initial employment with the Issuer, and the Issuer has issued the Reporting Person, in exchange, options to acquire 250,000 shares of common stock pursuant to the Issuer's 2018 Stock Incentive Plan. |
| 2. The shares were given back to the Issuer without payment. |
| 3. The Reporting Person gave back to the Issuer the options previously granted to her, and the Issuer has issued the Reporting Person, in exchange, equivalent options pursuant to the Issuer's 2018 Stock Incentive Plan. |
| 4. The options were given back to the Issuer without payment. |
| 5. The option was granted pursuant to the Issuer's 2018 Stock Incentive Plan. |
| /s/ TIFFANY DAVIS | 12/04/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
