JRjr33 (JRJRQ) Form 5 Annual statement of changes in insider ownership

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Rochon Capital Partners Ltd

(Last) (First) (Middle)

2950 N. HARWOOD, 22ND FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JRjr33, Inc. [ JRJR ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	02/10/2017		G	172,500	D	$0	12,342,500(1)(2)(3)(4)	D(1)(2)(3)(4)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction involved a gift of an aggregate of 172,500 shares of JRjr33, Inc. common stock, par value $0.0001 per share (the "Common Stock") by Rochon Capital Partners Ltd. ("Rochon Capital") to five separate trusts for the benefit of John P. Rochon's grandchildren (the "Trusts").

2. In addition to the 12,327,500 reported shares, which are owned directly by Rochon Capital, John Rochon Management, Inc. ("JRM") directly owns 37,500 shares of Common Stock. Also, pursuant to a voting agreement between Rochon Capital and The Tamala L. Lonaberger Revocable Trust, Rochon Capital has the right, until March 18, 2018, to vote all of the shares held by The Tamala L. Longaberger Revocable Trust. As of the date of this report, The Tamala L. Longaberger Revocable Trust owns 1,625,000 shares of Common Stock. These shares are not included in the shares of Common Stock included in this report.

3. As the sole shareholder of JRM, Mr. Rochon may be deemed to have indirect beneficial ownership of the 37,500 shares owned by JRM; and because of JRM's control as the sole general partner of Rochon Capital, Mr. Rochon and JRM may be deemed to have indirect beneficial ownership of all of the shares of Common Stock held by Rochon Capital.

4. As previously disclosed in filings with the Securities and Exchange Commission, Rochon Capital, JRM, Mr. Rochon, Richmont Capital Partners V LP, Richmont Street, LLC and Mr. John Rochon, Jr. may be deemed to be members of a group for voting purposes under the Securities Exchange Act of 1934, as amended. As such, Rochon Capital, JRM, and Mr. Rochon may also be deemed to indirectly beneficially own the 5,763,322 shares of Common Stock held by in the aggregate by Richmont Capital Partners V LP, Richmont Street, LLC and Mr. John Rochon, Jr.

Remarks:

This report is filed jointly by Rochon Capital, JRM, and John P. Rochon. John P. Rochon is the sole shareholder of JRM and a limited partner of Rochon Capital. JRM is the sole general partner of Rochon Capital.

	John P. Rochon, President of John Rochon Management, Inc., as the General Partner of Rochon Capital Partners, Ltd.	02/10/2017
	** Signature of Reporting Person	Date
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