| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/11/2023 |
3. Issuer Name and Ticker or Trading Symbol
AiAdvertising, Inc. [ AIAD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 5,000,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 D Preferred Stock | 08/01/2017 | (1) | Common Stock | 215,052,500 | (1) | D | |
| Explanation of Responses: |
| 1. Each share of Series D Preferred Stock has a stated value of $100 and is convertible into 2,500 shares of Common Stock, subject to adjustments. The Series D Preferred Stock may be converted by the holder at any time upon 90 days' notice and has no expiration date. The rights and limitations of the Series D Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed by the Issuer with the SEC on August 2, 2017. |
| Remarks: |
| * On April 11, 2023, pursuant to a securities purchase agreement between Hexagon Partners, Ltd. ("Hexagon") and the Issuer (the "SPA"), Hexagon purchased 2,272,727 shares of Series I Preferred Stock (the "Preferred Stock"). Each share of Series I Preferred Stock is convertible at the option of the holder into 400 shares of common stock of the Issuer ("Common Stock"). Accordingly, Hexagon, its general partner Texas Star Management Company, LLC ("TSMC"), and TSMC's manager Timothy Dunn reported on Schedule 13D voting power of 40.6% of the Issuer's Common Stock. Mr. Parscale is not a party to the SPA but has consulted with Hexagon, TSMC, and Mr. Dunn with respect to the transactions contemplated by the SPA. Mr. Parscale holds 5,000,000 shares of Common Stock he received from the conversion of Series D Preferred Stock. Mr. Parscale expressly disclaims beneficial ownership of the securities held by Hexagon. |
| By: Bradley Parscale /s/ Bradley Parscale | 04/20/2023 | |
| ** 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. | ||
