Diligent (DIL) Form 4 Diligent / Kenneth Carroll 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^*

Carroll Kenneth

(Last) (First) (Middle)

94 LONG POND ROAD

(Street)

HEWITT NJ 07421

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diligent Corp [ DIL.NZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
Series A Convertible Preferred Stock	(1)	12/23/2015		G	V		10,000,000	(1)	(1)	Common Stock	10,000,000	(1)	0	I	By Carroll Capital Holdings, LLC(2)
Series A Convertible Preferred Stock	(1)	12/23/2015		G	V	10,000,000		(1)	(1)	Common Stock	10,000,000	(1)	10,000,000	I	By Greenwood Investments LLC(2)

1. Name and Address of Reporting Person^*

Carroll Kenneth

(Last) (First) (Middle)

94 LONG POND ROAD

(Street)

HEWITT NJ 07421

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carroll Capital Holdings LLC

(Last) (First) (Middle)

94 LONG POND ROAD

(Street)

HEWITT NJ 07421

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock are convertible into common stock on a one-for-one basis without payment and have no expiration date.

2. The shares were transferred by Carroll Capital Holdings, LLC ("Carroll Capital") to Greenwood Investments LLC ("Greenwood") for no consideration as a gift. Mr. Carroll is the manager of both Carroll Capital and Greenwood. Prior to the transfer Mr. Carroll had sole voting and dispositive power of the shares owned by Carroll Capital. Mr. Carroll has sole voting and dispositive power of the shares owned by Greenwood and as such he may be deemed to indirectly beneficially own the shares owned by Greenwood. Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein. The sole member of Greenwood is the Greenwood 2015 Trust. The beneficiaries of the Greenwood 2015 Trust are Mr. Carroll and members of his family.

Remarks:

This Form 4 is being filed early on a voluntary basis to report the transfer by way of gift of 10,000,000 shares of Series A Preferred Stock.

	/s/ Kenneth Carroll	12/26/2015
	/s/ Kenneth Carroll (Manager)	12/26/2015
	** 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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