Paul Brian Schmidt Form 3 Generation NEXT Franchise Brands / Paul Brian Schmidt 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

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1. Name and Address of Reporting Person^*

Schmidt Paul Brian

(Last) (First) (Middle)

2620 FINANCIAL COURT

SUITE 100

(Street)

SAN DIEGO CA 92117

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2017

3. Issuer Name and Ticker or Trading Symbol
Generation NEXT Franchise Brands, Inc. [ VEND ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

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	30,000	D

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
Employee Stock Option (right to buy)	(1)	06/10/2026	Common Stock	100,000	0.36	D
Employee Stock Option (right to buy)	(2)	01/20/2027	Common Stock	75,000	0.16	D

Explanation of Responses:

1. This stock option was granted on June 10, 2016 and vests over two years subject to the optionee's continuing to provide services, 50% of the shares subject to the option became immediately exercisable one year after June 10, 2016, and 50% of the shares vest and become exercisable on June 10, 2018.

2. This stock option was granted on January 20, 2017 and vests subject to management discretion and the optionee's continuing to provide services, 75% of the shares subject to the option became immediately exercisable at management's discretion after January 20, 2017, and 25% of the shares vest and become exercisable at management's discretion.

Remarks:

Exhibit 24.1 attached.

	/s/ Anthony G. Mauriello, as attorney-in-fact	11/20/2017
	** 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).
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