BlackStar Enterprise (BEGI) Form 4/A BLACKSTAR ENTERPRISE / JOHN N HARRIS 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^*

HARRIS JOHN N

(Last) (First) (Middle)

PO BOX 1547

(Street)

LYONS CO 80540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKSTAR ENTERPRISE GROUP, INC. [ BEGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/16/2018

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	06/14/2017		M(1)(4)		1,440,000	A	$0.05	1,440,000	D
Common Stock	06/14/2017		M(1)(4)		720,000	A	$0.05	720,000	I	As an Officer of Rare Green, Inc.
Common Stock	06/14/2017		M(2)(4)		1,296,000	A	$0.05	45,696,000	I	As an Officer and Director of International Hedge Group, Inc.
Common Stock	06/14/2017		J(2)(4)		1,296,000	D	$0.05	44,400,000	I	As an Officer and Director of International Hedge Group, Inc.
Common Stock	09/27/2017		J(3)(4)		16,420,000	D	$0	27,980,000	I	As an Officer and Director of International Hedge Group, Inc.
Common Stock	04/29/2018		J(6)		330,000	D	$0	27,650,000	I	As an Officer and Director of International Hedge Group, Inc.
Common Stock	06/14/2018		M(5)		1,444,445	A	$0.05	2,884,445	D
Common Stock	06/14/2018		M(5)		722,222	A	$0.05	1,442,222	I	As an Officer of Rare Green, Inc.
Common Stock	06/14/2018		M(6)		1,300,000	A	$0.05	28,950,000	I	As an Officer and Director of International Hedge Group, Inc.
Common Stock	06/14/2018		J(6)		1,300,000	D	$0	27,650,000	I	As an Officer and Director of International Hedge Group, Inc.
Common Stock	06/18/2018		J(6)		16,370,370	D	$0	11,279,630	I	As an Officer and Director of International Hedge Group, Inc.

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
Warrants	$0.05	06/14/2017		M(1)(4)			1,500,000	08/30/2016	08/30/2019	Common Stock	1,500,000	$0(4)	1,500,000	D
Warrants	$0.05	06/14/2017		M(1)(4)			750,000	08/30/2016	08/30/2019	Common Stock	750,000	$0(4)	750,000	I	As an Officer of Rare Green, Inc.
Warrants	$0.05	06/14/2017		M(2)(4)			1,350,000	08/30/2016	08/30/2019	Common Stock	1,350,000	$0(4)	1,350,000	I	As an Officer and Director of International Hedge Group, Inc.
Warrants	$0.05	06/14/2018		M(5)			$1,500,000	08/30/2016	08/30/2019	Common Stock	1,500,000	$0	0	D
Warrants	$0.05	06/14/2018		M(5)			750,000	08/30/2016	08/30/2019	Common Stock	750,000	$0	0	I	As an Officer of Rare Green, Inc.
Warrants	$0.05	06/14/2018		M(6)			1,350,000	08/30/2016	08/30/2019	Common Stock	1,350,000	$0	0	I	As an Officer and Director of International Hedge Group, Inc.

Explanation of Responses:

1. Mr. Harris exercised 1,500,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2017, resulting in 1,440,000 shares of common stock, thereby changing their shareholdings reflected in this Form 4. In addition, Rare Green, Inc., of which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2017, resulting in 720,000 shares of common stock.

2. The cashless exercise of 1,350,000 warrants by International Hedge Group, Inc. resulted in 1,296,000 shares of common stock, which were assigned in part to THL Holdings, LLC (960,000), with the remainder being assigned to three other non-affiliate shareholders.

3. On September 27, 2017, International Hedge Group, Inc. retired 16,420,000, shares to treasury. The Transaction Date was previously misreported as September 29, 2017 and is being corrected to September 27, 2017 in Table I to reflect the date of the resolution of the Board of Directors.

4. The original Form 4, filed on February 16, 2018, is being amended by this Form 4 amendment in part to correct an administrative error, which misreported several of the transaction codes as "J" when they should have been correctly state "M." Additionally, the price of the derivative securities has been corrected to $0.00, as the warrants were received in exchange for services to the company.

5. Mr. Harris exercised 1,500,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 1,444,445 shares of common stock, thereby changing their shareholdings reflected in this amendment. In addition, Rare Green, Inc. of which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 722,222 shares of common stock.

6. On April 29, 2018, International Hedge Group, Inc. retired 330,000 shares to treasury simultaneous to the issuance of 330,000 shares purchased in a private placement offering. International Hedge Group, Inc., of which Mr. Harris is an officer and director, exercised 1,350,000 warrants on June 14, 2018 resulting in 1,300,000 shares of common stock, which were assigned to non-affiliated individual advisors to the Company. On June 18, 2018, International Hedge Group, Inc. retired 16,370,370 shares to treasury.

	/s/ John Noble Harris	09/21/2018
	** Signature of Reporting Person	Date
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