Alton & Xiang Mei Lin Perkins Family Trust Form 4/A AMERICATOWNE / Corp NC Yilaime 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^*

PERKINS ALTON

(Last) (First) (Middle)

4700 HOMEWOOD COURT

SUITE 100

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICATOWNE Inc. [ NONE ]

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

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chair, CEO, CFO, Sec.

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2016

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	01/21/2016	01/21/2016	J(4)	V	1,703,117	A	$0(4)	7,803,484(3)(4)	D
Common Stock	01/21/2016	01/21/2016	J(5)	V	3,615,059	D	$0(5)	0	D
Common Stock								21,674,484(1)	I	Trusts, Yilaime Corp (NV) and Yilaime NC(1)

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
Option(2)	$0.05							11/25/2014	11/25/2019(2)	Common Stock	1,000,000(2)		0(2)	D

1. Name and Address of Reporting Person^*

PERKINS ALTON

(Last) (First) (Middle)

4700 HOMEWOOD COURT

SUITE 100

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alton & Xiang Mei Lin Perkins Family Trust

(Last) (First) (Middle)

4700 HOMEWOOD COURT

SUITE 100

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yilaime Corp NC

(Last) (First) (Middle)

1001 NAVAHO DR STE 105

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

Explanation of Responses:

1. Mr. Perkins controls 7,803,484 shares of common stock titled to the Alton & Xiang Mei Lin Perkins Family Trust (the "Perkins Family Trust"). He further controls 13,750,000 shares issued to Yilaime Corp (Nevada), 1,000 shares issued to Yilaime (North Carolina) and 120,000 shares issued to the AXP Nevada Asset Protection Trust 3 for a total of 21,674,484 shares of common stock beneficially owned, indirectly, by Alton Perkins.

2. Mr. Perkins holds an option under his Employment Agreement with the Issuer to purchase up to 1,000,000 shares of common stock of the Company per year at any time prior to the conclusion of the first year of the Agreement, i.e. prior to 365 days after execution of the Agreement, which was on November 25, 2014, at a price of $0.05 per share, and annually thereafter for a total of 5 consecutive years. The shares purchased under this option shall be considered subject to all rights and restrictions set forth in his Employment, Lock-Up and Options Agreement. At the end of fiscal year 2015, Mr. Perkins had 6,100,367 shares issued to him through his Trust, and his beneficial ownership at the end of tax year 2015 was 23,466,426, and his current beneficial ownership is 21,674,484 shares (both of which include his individual holdings through his Trust). This filing is consistent with all prior disclosures made on numerous Form 8Ks.

3. The Perkins Family Trust, by and through its trustee, Mr. Perkins, who is the majority beneficial owner of the shares of common stock of the Issuer, and the control party of Yilaime (Nevada) and Yilaime (North Carolina), as disclosed in the original Schedule 13D, exercised the option under Mr. Perkins' Employment Agreement with the Company (as assignee of the right to exercise) to purchase 1,000,000 shares of restricted common stock for $.05/share. The Perkins Trust used personal funds for this acquisition. The funds were placed in escrow since the acquisition was not set to close. The acquisition closed on December 14, 2015 with the funds being released out of escrow and to the Company, and the Company's transfer agent issuing the shares related to the acquisition.

4. As a result of the effectiveness of the Issuer's registration statement on Form S-1/A on January 21, 2016, and subject to the October 13, 2014 Stock Exchange Agreement, the Perkins Trust was issued 1,703,117 shares of common stock.

5. As a result of the Issuer's registration statement on Form S-1/A on January 21, 2016, and subject to the October 13, 2014 Stock Exchange Agreement, the number of shares held by Yilaime NC was reduced to 1,000.

	Leisanne Smeadala, Limited Power of Attorney on behalf of Alton Perkins, Individually	04/01/2016
	Leisanne Smeadala, Limited Power of Attorney on behalf of Alton Perkins on behalf of The Alton & Xiang Mei Lin Perkins Family Trust	04/01/2016
	Leisanne Smeadala, Limited Power of Attorney on behalf of Alton Perkins on behalf of Yilaime NC	04/01/2016
	** Signature of Reporting Person	Date
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