UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2(a)
UndertheSecurities Exchange Actof1934
Water Now, Inc.
(Nameof Issuer)
Common Stock, no par value
(Title ofClass ofSecurities)
94114L109
(CUSIP Number)
David King
4555 Village Creek Road
Fort Worth, Texas 76119
Tel: (817) 908-6382
Copy to:
Gray Reed & McGraw LLP
1601 Elm Street Suite 4600
Dallas, TX 75201
Tel: (214) 954-4135
(Name, Address and Telephone Number of Person Authorized to Receive Notices andCommunications)
February 4, 2018
(Date ofEvent which Requires Filing of this Statement)
Ifthe filing person has previously filed astatementonSchedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note:Schedules filed in paper format shall include asigned original and five copiesofthe schedule, including all exhibits. SeeRule.13d-7 for other parties to whom copies aretobesent.
* The remainder ofthis cover page shall befilled outfor areporting person’s initial filingonthis form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided inaprior cover page.
Theinformation requiredonthe remainder of this cover page shall not bedeemed to be “filed” for the purpose ofSection 18 of the Securities Exchange Act of1934 (“Act”) orotherwise subject to the liabilities ofthat sectionofthe Act butshall besubject to all other provisions of theAct(however, seethe Notes).
CUSIP No. 94114L109
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1. NamesofReporting Persons. David King
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| 2.Check the Appropriate Box if aMemberof aGroup | ||
(a) ☐ (b) ☐ | ||
| 3. SEC UseOnly | ||
4.SourceofFunds SC (see Item 3) | ||
5.Check if DisclosureofLegal Proceedings IsRequired Pursuant to Items 2(d)or2(e)☐
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6. Citizenship or Place of Organization Texas | ||
Number of SharesBeneficiallyOwnedby EachReportingPersonWith: | 7.Sole Voting Power 7,311,650 | |
8.Shared Voting Power 3,000,000 | ||
9.Sole Dispositive Power 7,311,650 | ||
10. Shared Dispositive Power 3,000,000 | ||
11. Aggregate Amount Beneficially OwnedbyEach Reporting Person 10,311,650 | ||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| |
13. Percent ofClass Represented byAmount in Row (11) 31.6%* | ||
| 14.IN | ||
*This calculation is based on 32,591,808 shares of Common Stock outstanding as of March 29, 2018 as confirmed by the Company’s registrar and transfer agent.
This Amendment No. 1 amends the Schedule 13D dated November 3, 2017 (as amended, the “Schedule 13D”) of David King, in respect of shares of Common Stock, no par value, of Water Now, Inc., a Texas corporation, as follows:
ITEM1.SECURITY AND ISSUER
Item 1 is hereby amended by revising the following paragraphs:
The Reporting Person (as defined below) beneficially owns 10,311,650 shares of Common Stock (the “Subject Shares”), which number includes: 1,000,000 shares held by Mr. King’s spouse and 2,000,000 shares held by Royalty Wines, LLC, an entity in which Mr. King holds a 50% interest.
The Subject Shares represent approximately 31.6% of the outstanding shares of Common Stock based on 32,591,808 shares of Common Stock outstanding as of March 29, 2018 as confirmed by the Company’s registrar and transfer agent.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by revising the paragraph contained in Item 5(a) and (b) with the following:
| (a) | The Reporting Person, beneficially owns 10,311,650 shares of Common Stock, which includes: 1,000,000 shares held by Mr. King’s spouse and 2,000,000 shares held by Royalty Wines, LLC, an entity, in which Mr. King holds a 50% interest. The Subject Shares represent approximately 31.6% of the outstanding shares of Common Stock based on 32,591,808 shares of Common Stock outstanding as of March 29, 2018 as confirmed by the Company’s registrar and transfer agent. |
| (b) | Mr. King may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 3,000,000 of the Subject Shares. Mr. King may be deemed to have the sole voting power over 7,311,650 of the Subject Shares. |
Item 5 is hereby further amended by adding the following to Item 5(c) at the beginning thereof:
| (c) | Schedule I to this Statement sets forth transactions in the Common Stock which were effected commencing sixty (60) days prior to the date of this filing. The transactions in the Common Stock described in Schedule I made during this period were duly noted on the stock transfer records of the Company’s registrar and transfer agent, Securities Transfer Corporation. Except as set forth in Schedule I, no transactions in the Common Stock were effected by Mr. King or, to the knowledge of Mr. King, any of the persons listed on Schedule I hereto, during the referenced period. |
(Signature page to follow)
SIGNATURE
After reasonable inquiry and to the bestof my knowledge and belief,Icertify that the information setforth in this statement is true, complete and correct.
April 3, 2018
Date
/s/ David King
Signature
David King
Chief Executive Officer, Chief Financial Officer
Name/Title
Theoriginal statement shall besigned byeach person on whose behalf the statement is filed or his authorized representative. Ifthestatement is signed onbehalf of aperson byhis authorized representative (other than an executive officer or general partner ofthe filing person), evidence ofthe representative's authority to sign onbehalf of such person shall befiled with the statement: provided, however, that a power ofattorney for this purpose which is already onfile with the Commissionmay beincorporated by reference. The name and any title ofeach person who signs the statement shallbetyped or printed beneath his signature.
| Name | Security | Purchase(P)/ Sale (s)/ Gift (G) | Quantity | Price | Date |
| Anthony J. Shioleno | Common Stock | S | 300,000 | $0.33 | 2/9/2018 |
| Alma Kennedy | Common Stock | S | 50,000 | $0.2 | 2/21/2018 |
| Christopher J. Shioleno | Common Stock | S | 150,000 | $0.33 | 2/14/2018 |
| David Davis | Common Stock | S | 50,000 | $0.50 | 3/28/2018 |
| Jackie and Carla Monk | Common Stock | S | 110,000 | $0.50 | 3/28/2018 |
| Shannon and Jeffery Livingstone | Common Stock | S | 150,000 | $0.26 | 3/28/2018 |
| Cynthia G. Smith | Common Stock | S | 75,000 | $0.33 | 4/2/2018 |
| Dorthey A. McDaniel | Common Stock | G | 25,000 | N/A | 4/2/2018 |
