Ryan Timothy John Form 3 Exactus / Timothy John Ryan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Ryan Timothy John

(Last) (First) (Middle)

4870 SADLER ROAD, SUITE 300

(Street)

GLEN ALLEN VA 23060

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2017

3. Issuer Name and Ticker or Trading Symbol
Exactus, Inc. [ EXDI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,950,000	D
Common Stock	2,950,000	I	Common Stock held by Willets Capital, over which Mr. Ryan has sole voting power and investment power
Common Stock	2,850,000	I	Common Stock held by Tonset Capital, over which Mr. Ryan has sole voting power and investment power.
Common Stock	400,000	I	Common Stock held by NYTX LLC, over which Mr. Ryan has sole voting power and investment power.
Common Stock	300,000	I	Common Stock held by Brosis LLC, over which Mr. Ryan has sole voting power and investment power.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-2 Preferred Stock	(1)	(2)	Common Stock	168,000	(3)	D

Explanation of Responses:

1. Any time after 3/7/2016.

2. None.

3. One share of Common Stock for each share of Series B-2 Preferred Stock

	/s/ Timothy J. Ryan	08/18/2017
	** 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 5 (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.