Wearable Health Solutions (WHSI) Form 3 Initial statement of insider ownership

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^*

Sandor Capital Master Fund, L.P.

(Last) (First) (Middle)

2828 ROUTH STREET, SUITE 500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2016

3. Issuer Name and Ticker or Trading Symbol
WEARABLE HEALTH SOLUTIONS, INC. [ WHSI ]

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

Director	X	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	5,094,000	D(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	04/21/2016	(2)	Series D Stock	400,000	(3)	D(1)
Warrants	04/21/2016	04/21/2019	Common Stock	35,000,000	0.01	D(1)

Explanation of Responses:

1. John S. Lemak is the Manager of Sandor Capital Master Fund, L.P. and is such capacity has voting and depository power over securities held by such entity.

2. There is no expiration date with respect to the Series D Convertible Preferred Stock or conversion thereof.

3. Each share of Series D Convertible Preferred Stock is convertible into 100 shares of common stock, subject to a 4.99% beneficial ownership blocker.

	/s/ John S. Lemak	01/31/2018
	** 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).
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