Digital Locations (DLOC) Form 3 Digital Locations / Rick Ellis ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ellis Rick

(Last) (First) (Middle)

C/O DIGITAL LOCATIONS, INC.

3700 STATE STREET SUITE 350

(Street)

SANTA BARBARA CA 93105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2018

3. Issuer Name and Ticker or Trading Symbol
Digital Locations, Inc. [ DLOC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	11/30/2018	(1)	Common Stock	720,000,000	(1)	D

Explanation of Responses:

1. Each share of Series C Preferred Stock has a stated value of $100 and is convertible into 20,000 shares of the Issuer's Common Stock, subject to adjustments. The Series C Preferred Stock may not be converted until December 1, 2020 and has no expiration date. The rights and limitations of the Series C Preferred Stock are as set forth in the Certificate of Designation of Series C Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed by the Issuer with the SEC on December 3, 2018.

Remarks:

	/s/ Rick Ellis	12/03/2018
	** 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 5 (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.
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