| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DIGILITI MONEY GROUP, INC. [ DGLT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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 Promissory Note | (2) | 01/24/2017 | P | 691,104 | 03/15/2017 | 04/30/2018 | Common Stock | 691,104(1) | $2,487,968(2) | 691,104 | D | ||||
| Series C Convertible Preferred Stock | (3) | 01/24/2015 | P | 281,246 | 03/15/2017 | (3) | Common Stock | 281,246(1) | (3) | 281,246 | D | ||||
| Revolving Line of Credit Note (Right to Buy) | (4) | 01/24/2017 | J | 150,878 | 03/15/2017 | (4) | Common Stock | 150,878(1) | $678,947(4) | 150,878 | D | ||||
| Warrant (Right to Buy)(5) | $7.41 | 01/24/2017 | P | 3,334 | 01/24/2017 | 01/23/2022 | Common Stock | 3,334(1) | $0 | 3,334 | D | ||||
| Warrant (Right to Buy)(6) | $3.6 | 01/26/2017 | A | 3,858 | 01/26/2017 | 01/25/2022 | Common Stock | 3,858(1) | $0 | 3,858 | D | ||||
| Warrant (Right to Buy)(7) | $4.5 | 03/10/2017 | J | 90,526 | 03/10/2017 | 03/11/2022 | Common Stock | 90,526(1) | $0 | 90,526 | D | ||||
| Explanation of Responses: |
| 1. Reflects 1-for-1.5 reverse stock split which became effective on March 9, 2017. |
| 2. Convertible Term Promissory Note convertible into Issuer's common stock on a $3.60-for-$1.00 basis. |
| 3. The Series C Convertible Preferred Stock converted into the Issuer's Common Stock on a $3.60-for-$1.00 basis. (This filing is deemed to correct the typographical error contained within Form 4 filed on March 20, 2017, which incorrectly stated a conversion basis of $3.60-for-$100.) |
| 4. Reflects an amendment to the Revolving Line of Credit Note convertible into the Issuer's Common Stock on a $4.50-for-$1.00 basis. |
| 5. Issued in consideration of the Reporting Person's agreement to convert a Convertible Term Promissory Note from the Issuer into the Issuer's common stock and to accept warrants in lieu of cash repayment of $158,900 interest accrued in connection with the convertible note. |
| 6. Issued pursuant to a Convertible Note Payable agreement between the Issuer and the Reporting Person. |
| 7. Issued in consideration of the conversion of the Revolving Line of Credit Note in footnote (4) pursuant to an agreement between the Reporting Person and Issuer. |
| /s/ Bryan D. Meier, Attorney-in-Fact for Michael J. Hanson | 06/30/2017 | |
| ** 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). | ||
| 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. | ||
