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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/24/2017 | 3. Issuer Name and Ticker or Trading Symbol KonaRed Corp [ KRED ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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) |
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 A Preferred Stock(1) | (2) | (2) | Common Stock | 56,518,511 | 0.0283 | I | By Kona Holdings I LLC(3) |
Series A Preferred Stock(1) | (2) | (2) | Common Stock | 21,194,442 | 0.0283 | I | By Kona Holdings II LLC(4) |
Warrant (Right to Buy)(5) | 10/24/2017 | 10/24/2027 | Common Stock | 18,368,516(5) | (5) | I | By Kona Holdings I LLC |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Preferred Stock is convertible into 50,000 shares of Common Stock (subject to adjustment under broad-based antidilution protection provisions). |
2. These securities are convertible at any time and have no expiration date. |
3. These securities are owned directly by Kona Holdings I LLC. Mr. Willsey is the manager of Kona Holdings I LLC. |
4. These securities are owned directly by Kona Holdings II LLC. Kona Holdings I LLC has certain contractual rights to control these securities. |
5. Warrant aggregate exercise price is $250,000 in exchange for a number of shares of the Common Stock equal to 5% of the then outstanding shares of Common Stock, on a fully-diluted basis, determined as of the exercise date. As of October 24, 2017, this would be 18,368,516 shares of Common Stock. |
Gregory Thomas Willsey | 11/06/2017 | |
Gregory Thomas Willsey, Manager | 11/06/2017 | |
** 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. |