Infinity Augmented Reality (ALSO) Form 4 Infinity Augmented Reality / MOSHE HOGEG 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^*

HOGEG MOSHE

(Last) (First) (Middle)

C/O 4 BERKOVITZ ST.,

18TH FLOOR (MUSEUM TOWER)

(Street)

TEL-AVIV L3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Infinity Augmented Reality, Inc. [ ALSO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2015

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	03/16/2015		S		295,000(1)	D	$0.1679	8,136,719(2)	D
Common Stock	03/17/2015		S		105,000(1)	D	$0.1206	8,031,719(3)	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
Convertible Notes	$0	04/06/2015		P		14,324,313		04/06/2015	04/06/2016	Convertible Notes	14,324,313	$0.0175	22,356,032(4)	I	Reporting Person controls Direct Owner
Series A Preferred Stock	$0	08/25/2015		C		8,031,719		08/25/2015	(8)	Series A Preferred Stock	8,031,719	(5)	22,356,032(5)	I	Reporting Person controls Direct Owner
Series B Preferred Stock	$0	08/25/2015		C		14,324,313		08/25/2015	(8)	Series B Preferred Stock	14,324,313	(6)	22,356,032(6)	I	Reporting Person controls Direct Owner
Series B Preferred Stock	$0	09/08/2015		P		14,324,313		09/08/2015	(8)	Series B Preferred Stock	14,324,313	$0.0175	36,680,345(7)	I	Reporting Person controls Direct Owner

Explanation of Responses:

1. Reporting Person inadvertently reported the acquisition on a form 4 of 450,000 shares of common stock, par value $0.00001 per share (the "Common Stock") of Infinity Augmented Reality, Inc. (the "Issuer") on November 25, 2013, where in fact he acquired only 400,000, which were all sold in March 2015 as reported in this Form 4.

2. Consist of (a) 105,000 shares of common Stock held directly by the Reporting Person and (b) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock par value $0.00001 per share (the "Series A Preferred Stock") of the Issuer which are held directly by Singulariteam Fund LP. The reporting person is the Managing Partner & Chairman of Singulariteam Fund LP and may be deemed to beneficially own such shares. Singulariteam Fund LP entered into an agreement with the Issuer to receive the above referred to Series A Preferred Stock for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares. Does not include options to purchase 20,100,000 of Common Stock.

3. Consist of 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See also note 2.

4. Consist of (a) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See Note 2 and (b) convertible notes which are convertible into 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP. The Reporting Person is the Principal Partner & Chairman of Singulariteam Fund II LP and may be deemed to beneficially own such shares.

5. Reflects the receipt of 8,031,719 shares of Series A Preferred Stock of the Issuer held by Singulariteam Fund LP in exchange for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares and (b) notes to purchase 14,324,313 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP. Shares of Series A Preferred Stock and Series B Preferred Stock are currently convertible on a one for one basis to Common Stock.

6. Reflects the automatic conversion of notes to 14,324,313 shares of Series B Preferred Stock. Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP.

7. Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 28,648,626 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP.

8. The right to convert the Series A Preferred Stock and Series B Preferred Stock to Common Stock does not expire.

	/s/ Moshe Hogeg	11/24/2015
	** Signature of Reporting Person	Date
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