Cool (WARM) Form 4 COOL / Quentin Dean Ponder 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^*

Ponder Quentin Dean

(Last) (First) (Middle)

8875 HIDDEN RIVER PARKWAY

SUITE 300

(Street)

TAMPA FL 33637

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COOL TECHNOLOGIES, INC. [ WARM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2018

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 Stock $.001	02/12/2018		A		1,000,000	A	$0.00(1)	2,600,000	I	Summit Management Consulting, Inc.(1)
Common Stock $.001								2,400,000	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
Warrant (to purchase common stock)	$0.0714	02/12/2018		A		1,000,000		02/12/2018	02/12/2023	Common Stock	1,000,000	$0.00(1)	1,000,000	I	Summit Management Consulting, Inc.(1)
Warrant (to purchase common stock)	$0.0714	02/25/2018		A		600,000		02/25/2018	02/25/2023	Common Stock	600,000	$0.00(2)	600,000	I	Summit Management Consulting, Inc.(2)

Explanation of Responses:

1. Mr. Ponder is the sole owner of Summit Management Consulting, Inc. ("Summit Management"). In exchange for $50,000 of consulting fees due to Summit Management, on February 12, 2018, the Issuer issued Summit Management 1,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of the Issuer's common stock at an exercise price of $.0714 per share.

2. In exchange for $30,000 of consulting fees due to Summit Management, on February 25, 2018, the Issuer issued a warrant to purchase 600,000 shares of the Issuer's common stock at an exercise price of $.0714 per share and intends to issue Summit Management 600,000 shares of common stock which have not yet been issued.

Remarks:

	/s/ Quentin Ponder	03/08/2018
	** 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).
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