JRjr33 (JRJRQ) Form 5 JRjr33 / WILLIAM JOHN PHILIP ROCHON ownership change

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 WILLIAM JOHN PHILIP

(Last) (First) (Middle)

2950 NORTH HARWOOD STREET, 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)

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

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(1)	69,000	D	$0	5,579,260(1)(2)(3)	D
Common Stock	12/12/2016		G(1)	51,750	A	$0	166,812(1)	I	By Trust(1)
Common Stock	12/12/2016		G(4)	103,500	A	$0	270,312(4)	I	By Trust(4)
Common Stock	12/12/2016		G(1)	17,250	A	$0	17,250(1)	I	Joint Ownership with Spouse(1)

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. The transactions reported in this Form 4 involved gifts of an aggregate of 69,000 shares of JRjr33, Inc. common stock, par value $0.0001 per share (the "Common Stock") by the reporting person consisting of: (i) an aggregate of 51,750 shares to three separate trusts for the benefit of his three children (the "Trusts") with 17,250 shares gifted to each Trust, and (ii)17,250 shares gifted to the reporting person's spouse. The reporting person is the sole trustee of the Trusts and, therefore, is deemed to indirectly beneficially own such 51,750 shares gifted to the Trusts as well as the 17,250 shares gifted to his spouse.

2. Includes (i) 1,141,760 shares of Common Stock held directly by the reporting person; (ii) 1,237,500 shares of Common Stock held by The William John Philip Rochon 2010 Dynasty Trust, of which the reporting person is the sole trustee; and (iii) 3,200,000 shares of Common Stock held by Richmont Capital Partners V LP, of which Richmont Street, LLC is its Managing General Partner, an entity controlled by the reporting person, which shares are also separately reported as beneficially owned by Richmont Capital Partners V LP.

3. As previously disclosed in filings with the Securities and Exchange Commission, Richmont Capital Partners V LP, Richmont Street, LLC, Mr. John Rochon, Jr., Rochon Capital Partners Ltd. ("Rochon Capital"), John Rochon Management, Inc. ("JRM") and Mr. John P. Rochon may be deemed to be members of a group for voting purposes under the Securities Exchange Act of 1934, as amended. As such, Richmont Capital Partners V LP, Richmont Street, LLC and the reporting person may also be deemed to indirectly beneficially own the 14,162,500 shares of Common Stock held directly in the aggregate by Rochon Capital, JRM, and Mr. John P. Rochon.

4. This transaction involved a gift of an aggregate of 103,500 shares of Common Stock to the Trusts by Rochon Capital. The reporting person is the sole trustee of the Trusts and, therefore, is deemed to indirectly beneficially own such shares.

Remarks:

	/s/John Rochon, Jr.	02/14/2017
	** 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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