Barkett Anthony M. Form 3 Amesite / Anthony M. Barkett 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^*

Barkett Anthony M.

(Last) (First) (Middle)

C/O AMESITE INC.

205 EAST WASHINGTON STREET, SUITE B

(Street)

ANN ARBOR, MI 48104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2018

3. Issuer Name and Ticker or Trading Symbol
Amesite Inc. [ NONE ]

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

X	Director	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)

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)

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
Stock Option (Right to Buy)	(1)(2)	03/29/2028	Common Stock	72,917	1.03	D

Explanation of Responses:

1. These options were acquired pursuant to an Agreement and Plan of Merger and Reorganization, dated as of April 26, 2018 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Company merged with and into Amesite Operating Company, formerly Amesite Inc. ("Amesite"). Pursuant to the Merger Agreement, the then outstanding shares of Amesite's capital stock were cancelled and were automatically converted into the right to received shares of the Company's common stock on a 1.4583333-1 basis upon closing of the merger.

2. (Continued from Footnote 1) This stock option was granted under Amesite's 2017 Equity Incentive Plan and vests over two (2) years at a rate of fifty percent (50%) after 12 months of service, and in twelve (12) equal monthly installments thereafter. This stock option represents options that the Company issued in connection with the merger pursuant to which options to purchase Amesite capital stock were converted into options to purchase the Company's common stock on a 1.4583333-1 basis.

	/s/ Anthony M. Barkett	05/01/2018
	** 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).
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