Ryan Beedie Form 3 Accelerize / Beedie Family Trust Ryan III 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^*

Beedie Investments Ltd

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2018

3. Issuer Name and Ticker or Trading Symbol
Accelerize Inc. [ ACLZ ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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
Common Stock Purchase Warrant - BC-01(2)(3)(4)	01/26/2018	01/25/2024	Common Stock	4,500,000	0.35	D(1)
Common Stock Purchase Warrant - BC-02(2)(3)(4)	06/01/2018	01/25/2024	Common Stock	500,000	0.35	D(1)
Common Stock Purchase Warrant - BC-03(2)(3)(4)	06/14/2018	01/25/2024	Common Stock	100,000	0.35	D(1)
Common Stock Purchase Warrant - BC-01(2)(3)(4)	08/31/2018	01/25/2024	Common Stock	1,500,000	0.35	D(1)
Common Stock Purchase Warrant - BC-03	09/01/2018	01/25/2024	Common Stock	835,000	0.35	D(1)

1. Name and Address of Reporting Person^*

Beedie Investments Ltd

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Beedie OYII Holdings Ltd.

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Beedie Holdings Ltd.

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ryan Beedie Family Trust III

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

4358 Investments Ltd

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Beedie Ryan

(Last) (First) (Middle)

1730-1111 WEST GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4M3

(City) (State) (Zip)

Explanation of Responses:

1. Beedie Investments Limited ("BIL") directly owns warrants to acquire 7,435,000 shares of Common Stock of the Issuer. This Form 3 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information. See Continuation of Form 3 on page 3.

2. The Reporting Persons, through BIL's direct beneficial ownership, beneficially own warrants to purchase Common Stock in the Issuer at an exercise price of $0.35 per share ("Warrants"), which currently represent the right to purchase within sixty days 7,435,000 shares of Common Stock. On January 25, 2018, the Issuer entered into a non-revolving term credit agreement (the "Credit Agreement") with BIL to borrow up to a maximum of $7,000,000. In connection with the Credit Agreement, the Issuer issued Warrants to BIL whereby for every dollar borrowed and outstanding by Issuer from BIL, BIL would be entitled to purchase one share of Common Stock at an exercise price of $0.35 per share, up to 7,000,000 shares. Concurrent with the execution of the Credit Agreement, Issuer borrowed $4,500,000 and therefore BIL was entitled to Warrants for up to 4,500,000 shares as of January 26, 2018.

3. On May 31, 2018, the Issuer and BIL entered into the First Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 100,000 Warrants that were not tied to borrowing amount. On June 13, 2018, the Issuer and BIL entered into the Second Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 500,000 Warrants that were not tied to borrowing amount.

4. On August 31, 2018, the Issuer and BIL entered into the Third Amendment to the Credit Agreement, whereby the Issuer borrowed an additional $1,500,000 under the Credit Agreement, which resulted in an BIL being entitled to 1,500,000 additional Warrants in connection with the additional borrowing, and, in partial consideration for entering into the foregoing amendment, Issuer issued to BIL an additional 835,000 Warrants. In addition, up to 1,000,000 additional shares of Common Stock under the Warrants will be issued and exercisable on a pro rata basis to additional amounts borrowed if and when advanced under the Credit Agreement. The Warrants are exercisable for cash until January 25, 2024. The Warrants will be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL. The funding for the Credit Agreement came from the working capital of BIL. None of the Warrants have been exercised as of the date hereof.

	/s/ Ryan Beedie, President	02/13/2019
	/s/ Ryan Beedie, President	02/13/2019
	/s/ Ryan Beedie, President	02/13/2019
	/s/ Ryan Beedie, President	02/13/2019
	/s/ Ryan Beedie, President	02/13/2019
	/s/ Ryan Beedie	02/13/2019
	** 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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