| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Exceed World, Inc. [ EXDW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2016 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 04/01/2016 | P | 20,000(1) | A | $0.002 | 19,880,000 | I | See Footnote 2(2) | ||
| Common Shares | 04/01/2016 | D | 100,000 | D | $0.002 | 19,880,000 | I | See Footnote 3(3) | ||
| Common Shares | 08/09/2016 | S | 3,300 | D | $0.1 | 19,876,700 | I | See Footnote 4(4) | ||
| Common Shares | 10/28/2016 | J | 19,000,000 | D | (5) | 876,700 | I | See Footnote 5(5) | ||
| Common Shares | 10/28/2016 | J | 16,657,300 | A | (6) | 17,534,000 | I | See Footnote 6(2)(6) | ||
| Common Shares | 07/07/2017 | P | 1,000,000 | A | $0.1 | 18,534,000 | D(7) | |||
| Common Shares | 07/07/2017 | S | 240,000 | D | $0.1 | 16,294,000 | I | See Footnote 8(8) | ||
| Common Shares | 09/26/2018 | P | 12,700,000 | A | $0.0001 | 28,994,000 | I | See Footnote 9(9) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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. Mr. Yoshida and Mr. Koga each directly purchased 20,000 shares of common stock of the Issuer from e-Learning Laboratory Co., Ltd. ("e-Learning"). |
| 2. Mr. Yoshida and Mr. Koga's beneficial ownership of the Issuer is through direct ownership and indirect ownership of shares of common stock of the Issuer. Their indirect ownership is through Mr. Yoshida's and Mr. Koga's 55.7% and 39.6% respective ownership of Force Internationale Ltd. As of the date of the April 1, 2016 transaction, Force Internationale Ltd. is the 100% owner of Force International Holdings Ltd., which is a 100% owner of e-Learning, which in turn owns 74.5% of the Issuer. |
| 3. Mr. Yoshida's and Mr. Koga's indirect ownership was reduced by 100,000 shares of common stock of the Issuer when e-Learning sold 100,000 of its shares of the Issuer to unrelated parties. |
| 4. Mr. Yoshida's and Mr. Koga's indirect ownership was reduced when e-Learning sold 3,300 of its shares of the Issuer to unrelated parties. |
| 5. On October 28, 2016, the Issuer, with the approval of its Board of Directors and majority shareholders authorized the cancellation of 19,000,000 shares of common stock of the Issuer owned by e-Learning. e-Learning consented to the cancellation. |
| 6. On October 28, 2016, the Issuer authorized a 1:20 forward split of its shares of common stock |
| 7. Mr. Yoshida and Mr. Koga each purchased 1,000,000 common shares of the Issuer from e-Learning. |
| 8. e-Learning sold 240,000 shares of its common stock of the Issuer to unrelated parties, reducing Mr. Yoshida's and Mr. Koga's indirect ownership. As of July 7, 2017, each Reporting Person had beneficial ownership of 16,294,000 shares of common stock of the Issuer. |
| 9. The Issuer acquired Force International Holdings Ltd., the parent company of e-Learning, from Force Internationale Ltd., and issued 12,700,000 common shares to Force Internationale Ltd. as consideration. |
| Tomoo Yoshida | 10/05/2018 | |
| ** 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 4 (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. | ||
