Panacea Life Sciences (PLSH) Form 4 Exactus / Vladislav Yampolsky 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^*

Ceed2Med LLC

(Last) (First) (Middle)

95 NE 4TH AVE.

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Exactus, Inc. [ EXDI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2019

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, Par Value $0.0001 per Share	12/11/2019		J		1,200,000(1)	D	$0	6,435,691	D(2)(3)(4)
Common Stock, Par Value $0.0001 per Share								1,000,000	D(2)(3)(5)

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^*

Ceed2Med LLC

(Last) (First) (Middle)

95 NE 4TH AVE.

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yampolsky Vladislav

(Last) (First) (Middle)

80 NE 4TH AVENUE STE 28

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock of Exactus, Inc. (the "Issuer"), par value $0.0001 per share ("Shares"), that were distributed by Ceed2Med, LLC ("C2M") to one of its non-managing members in connection with its internal operational purposes.

2. This statement is jointly filed by and on behalf of each of C2M and Mr. Vladislav Yampolsky (the "Reporting Persons"). Mr. Yampolsky is the Managing Member of C2M. As such, Mr. Yampolsky may be deemed to beneficially own securities owned by C2M.

3. The Reporting Persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

4. Represents Shares directly beneficially owned by C2M.

5. Represents certain restricted shares directly beneficially owned by Mr. Yampolsky, which vest equally over 48 months commencing October 1, 2019.

	/s/ Vladislav Yampolsky	12/13/2019
	Ceed2Med, LLC<br> By: /s/ Vladislav Yampolsky, Managing Member	12/13/2019
	** 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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