Zero Gravity Solutions (ZGSI) Form 4 Zero Gravity Solutions / MICHAEL T SMITH 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^*

SMITH MICHAEL T

(Last) (First) (Middle)

190 NW SPANISH RIVER BOULEVARD

SUITE 101

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zero Gravity Solutions, Inc. [ ZGSI ]

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)
03/01/2017

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, par value $0.001 per share	03/01/2017		M		350,000	A	$1.5(1)	1,050,000	D

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
Warrant	$1.5	03/01/2017		X			350,000	07/20/2015	07/20/2020	Common Stock, Par Value $0.001 per share	350,000	(1)	200,000	D
Warrant	$4.5	03/01/2017		J(1)		350,000		03/02/2017	03/02/2022	Common Stock, Par Value $0.001 per share	350,000	(1)	550,000	D

Explanation of Responses:

1. As referenced in Mr. Smith's Form 4 filed on 07/21/2015, Mr. Smith had originally been issued a warrant to purchase 350,000 shares of the Company's common stock ("Original Warrant") as additional consideration for a loan made by Mr. Smith to the Company. The Original Warrant was then amended to reduce the exercise price to $1.50, as reflected in the Amended Form 4 filed on 03/09/2017. The Company and Mr. Smith agreed that Mr. Smith would exercise the Original Warrant upon the reduction of the exercise price of the Original Warrant. Further, the Company and Mr. Smith agreed that the Company would then issue a new warrant to Mr. Smith with an exercise price of $4.50 per share.

	/s/ Michael T. Smith	03/09/2017
	** 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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