Harold Montgomery Form 5 Calpian / Harold Montgomery ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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OMB Number:	3235-0362
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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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Montgomery Harold

(Last) (First) (Middle)

500 N AKARD SUITE 2850

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Calpian, Inc. [ CLPI ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							917,200(1)	D
Common Stock							3,810,000(1)	I	Wells Fargo Roth IRA Custodian for Harold Montgomery
Common Stock							47,242	I	by Molly Ann Montgomery 1995 Trust(7)
Common Stock							47,242	I	By Philip Graham Montgomery 1997 Trust(7)
Common Stock							150,000(6)	I	Montgomery Investments, LP(2)
Common Stock							112,500(3)	I	Montgomery Non-Exempt Marital Trust dtd 01/01/07(4)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (Right to Buy)	$3						06/25/2013	06/24/2018	Common Stock	12,500		12,500	I	Montgomery Non-Exempt Marital Trust dtd 01/01/07(4)
Common Stock Warrant (Right to Buy)	$2						03/09/2012	03/09/2017	Common Stock	22,500		22,500(5)	I	by closely held corporation
Common Stock Warrant (Right to Buy)	$2						08/07/2012	08/07/2017	Common Stock	6,103		28,603	I	by closely held corporation(5)
Common Stock Warrant (Right to Buy)	$0.01						12/31/2014	12/31/2017	Common Stock	30,000		58,603	I	by closely held corporation(5)

Explanation of Responses:

1. Shares issued from Company's Founder Stock and held by Reporting Person and his IRA.

2. Reporting Person is a limited partner in the Montgomery Investments, LP (the "LP"). The general partner of the LP is a member of Reporting Person's immediate family.

3. Shares issued to Trust pursuant to: 100,000 shares of Series A Preferred Stock (to be converted) and 12,500 shares from 2013 common stock offering.

4. Reporting Person is a co-trustee and remainderman of the Montgomery Non-Exempt Marital Trust utd 01/01/07. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of all of the reported shares for the purposes of Section 16 or for any other purpose.

5. A corporation in which Reporting Person owns a 25% equity interest and shares investment control, purchased a $150,000 Secured Note. Received a 5 year warrant for 22,500 Common Stock warrants at $2.00 each; a 5 year warrant for 6,103 at $2.00 each was issued pursuant to the 1st Note Modification and a 3 year warrant for 30,000 Common Stock warrants at $.01 pursuant to 2nd Note Modification.

6. Shares issued pursuant to an investment in Series A financing and subsequent conversion to common stock.

7. Common Stock issued as Founders Shares and held by Trusts for the benefit of Reporting Person's children of which Reporting Person is Trustee.

	/s/Harold Montgomery	06/23/2015
	** 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).
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.