Yappn (YPPN) Form 3 YAPPN / David M. Berry ownership change

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^*

Berry David M.

(Last) (First) (Middle)

124 PARK RD.

(Street)

TORONTO A6 M4W2N7

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2017

3. Issuer Name and Ticker or Trading Symbol
YAPPN CORP. [ YPPN ]

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

X	Director	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 SHARES	50,021	D
COMMON SHARES	627,100	I	WINTERBERRY INVESTMENTS LTD.

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
COMMON STOCK PURCHASE WARRANTS	10/16/2015	10/16/2020	COMMON SHARES	50,000	0.25	I	WINTERBERRY INVESTMENTS LTD.
OPTIONS (RIGHT TO BUY)	08/25/2016	08/25/2021	COMMON SHARES(1)	450,000	0.25	D
COMMON STOCK PURCHASE WARRANTS	08/31/2016	08/31/2021	COMMON SHARES(2)	400,000	0.25	I	WINTERBERRY INVESTMENTS LTD.

Explanation of Responses:

1. 112,500 EXERCISABLE IMMEDIATELY, 112,500 EXERCISABLE 08/25/2017, 112,500 EXERCISABLE 08/25/2018, 112,500 EXERCISABLE 08/25/2019

2. 133,333 EXERCISABLE 08/31/2017, 133,333 EXERCISABLE 08/31/2018, 133,334 EXERCISABLE 08/31/2019

	/s/ DAVID MARTIN MILLEN BERRY	05/15/2017
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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