Handerhan Michal Form 4 BTCS / Michal Handerhan 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^*

Handerhan Michal

(Last) (First) (Middle)

9466 GEORGIA AVENUE #124

(Street)

SILVER SPRING, MD 20901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BTCS Inc. [ BTCS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017

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	03/15/2017		A		792,540	A	(1)	1,051,904	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
Series B Convertible Preferred Stock	(2)	03/15/2017		A		3,458		03/15/2017	(2)	Common Stock	691,600	(3)	3,458	D
Warrants	$0.032	03/15/2017		A		1,109,556		03/15/2017	04/16/2020	Common Stock	1,109,556	(4)	1,109,556	D

Explanation of Responses:

1. The shares were issued pursuant to anti-dilution provisions in the issuer's April 19, 2015 securities offering in which the reporting person invested $20,000.

2. Not applicable.

3. The shares of Series B Convertible Preferred Stock were issued pursuant to an agreement approved by the issuer's board of directors in exchange for the reporting person giving up the right to receive 197,580 shares of common stock and 493,949 five-year warrants to purchase common stock at $0.025 per share that the reporting person was entitled to as an investor in the issuer's January 19, 2015 securities offering.

4. The warrants were issued pursuant to anti-dilution provisions in the issuer's April 19, 2015 securities offering in which the reporting person invested.

Remarks:

All numbers reflect the issuer's one-for-sixty reverse stock split effective February 13, 2017.

	/s/ Michal Handerhan	03/16/2017
	** 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 4 (b)(v).
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