CV Sciences (CVSI) Form 4 CV Sciences / Bart P Mackay 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^*

Mackay Bart P

(Last) (First) (Middle)

6325 S. JONES BLVD. #500

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CV Sciences, Inc. [ CANV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2016

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
Common Stock	02/28/2016		J(1)		1,600,000	D	$0(1)	0	D(2)
Common Stock								75,000	D(3)
Common Stock								5,463,162	D(4)
Common Stock								618,564	D(5)
Common Stock								5,408,530	I	See footnote(6)
Common Stock								6,081,726	I	See footnote(7)

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

1. Name and Address of Reporting Person^*

Mackay Bart P

(Last) (First) (Middle)

6325 S. JONES BLVD. #500

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Roen Ventures LLC

(Last) (First) (Middle)

6325 S. JONES BLVD. #500

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mai Dun Ltd LLC

(Last) (First) (Middle)

6325 S. JONES BLVD. #500

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mercia Holdings LLC

(Last) (First) (Middle)

6325 S. JONES BLVD. #500

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mackay Ventures LLC

(Last) (First) (Middle)

6325 S. JONES BLVD. #500

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

Explanation of Responses:

1. On February 28, 2016, Roen Ventures LLC ("Roen Ventures") transferred and assigned 1,600,000 shares of the Issuer's common stock to Far West Industries ("Far West") pursuant to that certain Settlement Agreement, dated September 10, 2015, by and between Roen Ventures and Far West. No cash consideration was paid by Far West for the transfer of the shares. The shares were transferred in consideration of the release of all claims against Roen Ventures by Far West. The closing price per share as quoted on the OTC Bulletin Board on September 10, 2015 was $0.90.

2. No securities of the Issuer are directly owned by Roen Ventures, who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia"), Mackay Ventures LLC ("Mackay Ventures") and Bart Mackay ("Mr. Mackay") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act").

3. The securities are directly owned by Mr. Mackay, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mackay Ventures for purposes of Section 13(d) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. The securities are directly owned by Mai Dun, who is a member of a "group" with Roen Ventures, Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

5. The securities are directly owned by Mackay Ventures, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

6. Represents Mackay Ventures' 99% ownership interest in the securities held by each of Mai Dun and Mercia. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

7. Represents Mr. Mackay's ownership interest in the securities held by each of Mai Dun, Mercia and Mackay Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment control over the securities held by each of Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

	/s/ Bart P. Mackay	04/11/2016
	/s/ Bart Mackay, Sole Manager of Roen Ventures LLC	04/11/2016
	/s/ Bart Mackay, Sole Manager of Mai Dun Limited, LLC	04/11/2016
	/s/ Bart Mackay, Sole Manager of Mercia Holdings LLC	04/11/2016
	/s/ Bart Mackay, Manager of Mackay Ventures LLC	04/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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