| 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 FOCUS UNIVERSAL INC. [ FCUV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 03/10/2021 | 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 | 01/07/2021 | G | 142,800 | D | (1) | 7,457,200 | D | |||
| Common stock | 01/07/2021 | G | 142,800 | A | (1) | 142,800 | I | See Footnote(1) | ||
| Common stock | 02/01/2021 | G | 125,000 | D | (2) | 7,332,200 | D | |||
| Common stock | 02/01/2021 | G | 125,000 | A | (2) | 267,800 | I | See Footnote(2) | ||
| Common stock | 02/04/2021 | G | 125,000 | D | (3) | 7,207,200 | D | |||
| Common stock | 02/04/2021 | G | 125,000 | A | (3) | 392,800 | I | See Footnote(3) | ||
| Common stock | 02/10/2021 | G | 125,000 | D | (4) | 7,082,200 | D | |||
| Common stock | 02/10/2021 | G | 125,000 | A | (4) | 517,800 | I | See Footnote(4) | ||
| Common stock | 02/10/2021 | G | 125,000 | D | (5) | 6,957,200 | D | |||
| Common stock | 02/10/2021 | G | 125,000 | A | (5) | 125,000 | I | See Footnote(5) | ||
| Common stock | 02/10/2021 | G | 125,000 | D | (6) | 6,832,200 | D | |||
| Common stock | 02/10/2021 | G | 125,000 | A | (6) | 125,000 | I | See Footnote(6) | ||
| Common stock | 03/01/2021 | G | 250,000 | D | (7) | 6,582,200 | D | |||
| Common stock | 03/01/2021 | G | 250,000 | A | (7) | 375,000 | I | See Footnote(7) | ||
| Common stock | 03/01/2021 | G | 250,000 | D | (8) | 6,332,200 | D | |||
| Common stock | 03/01/2021 | G | 250,000 | A | (8) | 375,000 | I | See Footnote(8) | ||
| Common stock | 03/03/2021 | G | 375,000 | D | (9) | 5,957,200 | D | |||
| Common stock | 03/03/2021 | G | 375,000 | A | (9) | 892,800 | I | See Footnote(9) | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The Reporting Person transferred 142,800 shares of the Issuer's Common Stock to the Reporting Person and Jennifer Gu, the Reporting Person's spouse, as trustees of the Lee-Gu Foundation. |
| 2. The Reporting Person transferred 125,000 shares of the Issuer's Common Stock to the Reporting Person and Jennifer Gu, the Reporting Person's spouse, as trustees of the Lee-Gu Foundation. |
| 3. The Reporting Person transferred 125,000 shares of the Issuer's Common Stock to the Reporting Person and Jennifer Gu, the Reporting Person's spouse, as trustees of the Lee-Gu Foundation. |
| 4. The Reporting Person transferred 125,000 shares of the Issuer's Common Stock to the Reporting Person and Jennifer Gu, the Reporting Person's spouse, as trustees of the Lee-Gu Foundation. |
| 5. The Reporting Person transferred 125,000 shares of the Issuer's Common Stock to the Brandon Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 125,000 shares of the Issuer's Common Stock through his child. |
| 6. The Reporting Person transferred 125,000 shares of the Issuer's Common Stock to the Isabella Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 125,000 shares of the Issuer's Common Stock through his child. |
| 7. The Reporting Person transferred 250,000 shares of the Issuer's Common Stock to the Brandon Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 250,000 shares of the Issuer's Common Stock through his child. |
| 8. The Reporting Person transferred 250,000 shares of the Issuer's Common Stock to the Isabella Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 250,000 shares of the Issuer's Common Stock through his child. |
| 9. The Reporting Person transferred 375,000 shares of the Issuer's Common Stock to the Reporting Person and Jennifer Gu, the Reporting Person's spouse, as trustees of the Lee-Gu Foundation. |
| Remarks: |
| The Reporting Person made these changes for estate planning purposes, but he could only medallion signature guarantee certain amounts of shares per week which why there are multiple transfers. |
| /s/ Gilbert J. Bradshaw, Attorney-in-Fact for Edward Lee | 04/04/2022 | |
| ** 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. | ||
