MoneyOnMobile Form 3 Calpian / DAVID B UTTERBACK 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

UTTERBACK DAVID B

(Last)

(First)

(Middle)

500 N AKARD STREET

SUITE 2850

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2016

3. Issuer Name and Ticker or Trading Symbol
Calpian, Inc. [ CLPI ]

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)
Common Stock	1,683,334	I	Fairmont St. Investments, LP⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Stock Warrant (Right to Buy)	02/18/2014	02/18/2019	Common Stock	100,000⁽²⁾	0.01	I	David B. Utterback Revocable Trust dtd May 20, 2013⁽³⁾
Common Stock Warrant (Right to Buy)	04/19/2014	04/18/2019	Common Stock	25,000⁽²⁾	0.01	I	David B. Utterback Revocable Trust dtd May 20, 2013⁽³⁾
Common Stock Warrant (Right to Buy)	07/19/2014	07/19/2019	Common Stock	25,000⁽²⁾	0.01	I	David B. Utterback Revocable Trust dtd May 20, 2013⁽³⁾
Common Stock Warrant (Right to Buy)	09/11/2014	09/11/2019	Common Stock	50,000⁽²⁾	0.01	I	David B. Utterback Revocable Trust dtd May 20, 2013⁽³⁾
Common Stock Warrant (Right to Buy)	10/30/2014	10/30/2019	Common Stock	25,000⁽²⁾	0.01	I	David B. Utterback Revocable Trust dtd May 20, 2013⁽³⁾
Common Stock Warrant (Right to Buy)	12/16/2014	12/16/2019	Common Stock	25,000⁽²⁾	0.01	I	David B. Utterback Revocable Trust dtd May 20, 2013⁽³⁾
Common Stock Warrant (Right to Buy)	05/23/2016	05/23/2021	Common Stock	50,000⁽⁴⁾	0.535	D
Common Stock Warrant (Right to Buy)	06/01/2012	06/01/2017	Common Stock	50,000⁽⁵⁾	2	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	08/07/2012	08/07/2017	Common Stock	67,671⁽⁶⁾	2	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	09/12/2013	09/12/2018	Common Stock	40,000⁽⁵⁾	2.5	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	02/18/2014	02/18/2019	Common Stock	100,000⁽²⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	04/19/2014	04/01/2019	Common Stock	25,000⁽⁷⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	07/19/2014	07/19/2019	Common Stock	25,000⁽⁷⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	09/16/2014	09/16/2019	Common Stock	50,000⁽⁸⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	10/30/2014	10/30/2019	Common Stock	25,000⁽⁷⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	12/16/2014	01/16/2019	Common Stock	25,000⁽⁹⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	12/31/2014	12/31/2017	Common Stock	300,000⁽¹⁰⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	07/31/2015	07/31/2020	Common Stock	996,781⁽¹¹⁾	0.75	I	Fairmont St. Investments, LP⁽¹⁾
Common Stock Warrant (Right to Buy)	03/01/2016	03/01/2026	Common Stock	500,000⁽¹²⁾	0.01	I	Fairmont St. Investments, LP⁽¹⁾

Explanation of Responses:

1. Reporting Person is a limited partner of Fairmount St. Investments, LP with 33% beneficial ownership.

2. Common stock warrants issued pursuant to 2014 subordinated promissory notes; 5 year term, fully vested.

3. Common Stock warrants held by the David B. Utterback Revocable Trust dtd May 20, 2013 of which Mr. Utterback is Trustee.

4. Common Stock warrant granted to Reporting Person pursuant to his appointment as Director of the Company, 100% vested at grant date and subject to the terms and conditions of the warrant agreement.

5. Five year fully vested warrants issued pursuant to 2012 $2M interim debt financing.

6. Five year fully vested warrants issued pursuant to the First Modification of debt financing terms; comprised of two warrants of 14,589 and 53,082.

7. Five year fully vested warrants issued pursuant to Interest on 2014 subordinated promissory notes.

8. Five year fully vested warrants issued pursuant to 2nd Round 2014 Subordinated Promissory Notes.

9. Five year fully vested warrants issued pursuant to interest on 2nd Round of Subordinated Promissory Notes.

10. Three year fully vested warrants issued pursuant to Second Modification of debt financing terms. Includes 100,000 warrants for each of three investments in debt offerings.

11. Five year warrants issued pursuant to a securities exchange agreement. The 996,781 includes three warrants for 833,334; 155,114 and 8,333.

12. Ten year fully vested warrants issued pursuant to Third Modification of debt financing terms.

Remarks:

Mr. Utterback became a Reporting Person of the Issuer pursuant to his appointment to the Board of Directors on May 23, 2016.

	/s/ Gerald Ratigan, Attorney-in-fact	06/03/2016
	** 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.
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.

MoneyOnMobile (MOMT) Form 3Calpian / DAVID B UTTERBACK ownership change