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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CANNASYS INC [ MJTK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/10/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/08/2016 | J(5) | 1,515,000 | D | (1) | 0 | I | By F-Squared Enterprises, LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Grant | $0 | 07/10/2015 | A | 500,000 | (3) | 12/31/2017 | Common Stock | 500,000 | (3) | 500,000 | D | ||||
Restricted Stock Grant | $0 | 12/24/2015 | D | 500,000 | (3) | (3) | Common Stock | 500,000 | (3) | 0 | D | ||||
Warrant | $0.05 | 12/24/2015 | A | 500,000 | (3) | 12/31/2018 | Common Stock | 500,000 | (3) | 500,000 | D | ||||
Series A Preferred Stock | $0 | 07/29/2016 | A | 1,515,000 | (4) | (4) | Common Stock | 1,515,000 | $0 | 1,515,000 | I | By F-Squared Enterprises, LLC(2) |
Explanation of Responses: |
1. On July 8, 2016, reporting person agreed to exchange 1,515,000 shares of common stock for 1,515,000 shares of Series A Preferred Stock, and the common stock was returned to the issuer for cancellation. |
2. Reporting person is the sole member of F-Squared Enterprises, LLC. |
3. Reporting person received a grant of restricted stock for 500,000 shares of common stock, to vest in equal increments of 1/10th each quarter, beginning on 07/10/15 for the quarter ended 06/30/15, and thereafter, on the first day of each subsequent quarter, until fully vested. No shares were issued and on 12/24/15, the grant of restricted stock and the shares vested were cancelled in exchange for a warrant to purchase 500,000 shares of common stock, at an exercise price of $0.05 per share, with 100,000 shares of common stock vested on date of issuance and the remaining shares to vest 1/10th on the last day of each subsequent quarter beginning 03/31/16 until fully vested. |
4. Upon issuer's filing an amendment to its articles of incorporation effecting a reverse stock split and an increase in its authorized shares of common stock, all the outstanding shares of Series A Preferred Stock will immediately and automatically convert into shares of common stock, without any notice or action required on the part of the issuer or the reporting person. |
5. K - Transaction in equity swap or instrument with similar characteristics. |
Brandon Chad Jennewine | 08/15/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |