Mobetize (MPAY) Form 4 MOBETIZE / DONALD DUBERSTEIN 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^*

DUBERSTEIN DONALD

(Last) (First) (Middle)

49 BRISTOL DRIVE

(Street)

BOYNTON FL 33436

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOBETIZE, CORP. [ MPAY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2018

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
Common Stock	08/29/2018		M		2,399,167	A	(2)	2,399,167	D
Common Stock	08/29/2018		M		20,000	A	(2)	2,419,167(1)	I	Corp.

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
Series B Preferred	(2)	08/29/2018		M			2,399,167	05/22/2018	(3)	Common Stock	2,399,167	(2)	20,000	D
Series B Preferred	(2)	08/29/2018		M			20,000	05/22/2018	(3)	Common Stock	2,419,167(1)	(2)	0	D

Explanation of Responses:

1. Donald Duberstein, a director of the registrant, converted 2,419,167 shares of Series B Preferred into 2,419,167 shares of Common Stock. Mr. Duberstein holds 2,399,167 shares of the registranta(euro)(TM)s Common Stock personally, and 20,000 shares of Common Stock through The Duberstein Organization, a related party.

2. The conversion of Series B Preferred shares to Common Stock does not require a conversion price or exercise price, rather shares of Series B Preferred were exchanged for shares of Common Stock.

3. Series B Preferred shares have no expiration date and are cancelled on conversion to Common Stock.

	/s/ Donald Duberstein	09/12/2018
	** 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).
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