Globe Photos (GBPT) Form 4 Globe Photos / MAX SCHEDER-BIESCHIN 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^*

SCHEDER-BIESCHIN MAX

(Last) (First) (Middle)

C/O GLOBE PHOTOS, INC.

6445 SOUTH TENAYA, SUITE B-130

(Street)

LAS VEGAS NV 89113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Globe Photos, Inc. [ GBPT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2019

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 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)
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
Restricted Stock Units	(1)	08/22/2019		A		25,000		(2)	(2)	Common Stock	25,000	$0	25,000	D
Employee Stock Option (Right to buy)	$8	08/22/2019		A		100,000		(3)	08/21/2029	Common Stock	100,000	$0	100,000	D
Employee Stock Option (Right to buy)	$8	08/22/2019		A		125,000		(4)	08/21/2029	Common Stock	125,000	$0	125,000	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On August 22, 2019, the reporting person was granted 25,000 restricted stock units vesting (i) 50% on the date reporting person began providing services to the issuer and (ii) the remaining 50% on the six-month anniversary of the date reporting person began providing services to the issuer.

3. On August 22, 2019, the reporting person was granted 100,000 options to purchase common stock which shall vest and become exercisable upon the earlier of (i) the first anniversary of the date reporting person began providing services to the issuer or (ii) the consummation of an underwritten public offering and listing with Nasdaq.

4. On August 22, 2019, the reporting person was granted 125,000 options to purchase common stock which shall vest and become exercisable as follows: 12,500 of the options will vest in the first fiscal quarter in which the Company's trailing twelve month ("TTM") revenues exceed $10,000,000. The remaining options will vest in 12,500 option increments in the first fiscal quarter in which the Company exceeds $10,000,000 in additional TTM revenues. All 125,000 options will vest and become exercisable in the first quarter in which the Company's TTM revenues exceed $30,000,000.

	/s/ Max Scheder Beischin	08/23/2019
	** 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).
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