Vlissingen FH Fentener Drs. van Form 4 Coda Octopus / Vlissingen FH Fentener Drs. van ownership change

SEC Form 4

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^*

van Vlissingen FH Fentener Drs.

(Last) (First) (Middle)

ALBERT HAHNPLANTSOEN 23

(Street)

AMSTERDAM P7 1077BM

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Coda Octopus Group, Inc. [ CODA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
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 Stock	02/12/2018		P		2,777	A	$4.61	1,030,903	I	Through Forest Manor N.V.
Common Stock	02/13/2018		P		45,600	A	$4.65	1,076,503	I	Through Forest Manor N.V.
Common Stock	03/26/2018		P		7,324	A	$3.35	1,083,827	I	Through Forest Manor N.V.
Common Stock	03/27/2018		P		167,180	A	$3.35	1,251,007	I	Through Forest Manor N.V.
Common Stock	11/08/2018		P		23,965	A	$4.4	1,274,972	I	See Footnote(1)
Common Stock	03/21/2019		S		17,162	D	$11.35	1,257,810	I	Through Sandy Hills BV(2)
Common Stock	03/21/2019		S		5,197	D	$11.45	1,252,613	I	Through Sandy Hills BV
Common Stock	03/22/2019		S		3,244	D	$11	1,249,369	I	Through Sandy Hills BV
Common Stock	03/25/2019		S		2,002	D	$11	1,247,367	I	Through Sandy Hills BV
Common Stock	03/26/2019		S		8,534	D	$10.8	1,238,833	I	Through Sandy Hills BV
Common Stock	03/26/2019		S		2,229	D	$10.75	1,236,604	I	Through Sandy Hills BV
Common Stock	03/27/2019		S		1,902	D	$10.51	1,234,702	I	Through Sandy Hills BV
Common Stock	03/28/2019		S		5,200	D	$10.11(3)	1,229,502	I	Through Sandy Hills BV
Common Stock	04/01/2019		S		17,830	D	$10.09(4)	1,211,672	I	Through Sandy Hills BV
Common Stock	04/02/2019		S		20,770	D	$10.19(5)	1,190,902	I	Through Sandy Hills BV
Common Stock	04/03/2019		S		890	D	$10.3	1,190,012	I	Through Sandy Hills BV

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. Of the 1,274,972 shares owned by the reporting person, 23,965 are held indirectly through Sandy Hills BV and 1,251,007 are held indirectly through Forest Manor N.V.

2. On December 12, 2018, the shares held by Forest Manor N.V. were transferred to Sandy Hills BV in a transaction exempt under Rule 16a-13.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.20, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (3).

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.30, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (4).

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.40, inclusive. The reporting person undertakes to provide to Coda Octopus Group, Inc., any security holder of Coda Octopus Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Footnote (5).

Remarks:

	/s/ Drs FH Fentener van Vlissingen	05/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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