| 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 SOBR Safe, Inc. [ IMLED ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/19/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 03/10/2020 | 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 Stock(1) | 06/05/2020 | P(1) | 0(1) | D | $0(1) | 0(1) | D | |||
| Common Stock(2) | 06/05/2020 | P(2) | 0(2) | D | $0(2) | 0(2) | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On June 5, 2020, SOBR Safe, Inc. (fka TransBiotec, Inc.) closed the transaction (the "Transaction") that was the subject of that certain Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 dated March 9, 2020, together the "APA") with IDTEC, LLC ("IDTEC"). As a result of closing the Transaction, the irrevocable proxies for an aggregate of 112,908,180 shares of the Issuer's common stock equaling approximately 52.6% of the Issuer's outstanding voting rights previously granted to the Reporting Person terminated. The Reporting Person had no pecuniary interest in the shares underlying the proxies. The proxies had been granted for the limited purpose of approving all transactions related to the APA. The Reporting Person disclaimed beneficial ownership of those shares for the purposes of Section 16 of the Act and the filing of this Form 4/A shall not be an admission that the Reporting Person was the beneficial owner of such shares. |
| 2. On June 5, 2020, SOBR Safe, Inc. closed the Transaction that was the subject of the APA with IDTEC. As a result of closing the Transaction, the irrevocable proxies that the Reporting Person had received from the same shareholders referenced in footnote 1 on February 15, 2020, for 24,353,116 shares terminated. The Reporting Person had no pecuniary interest in the shares underlying the proxies. The proxies had been granted for the limited purpose of approving all transactions related to the APA. The Reporting Person disclaimed beneficial ownership of those shares for the purposes of Section 16 of the Act and the filing of this Form 4/A shall not be an admission that the Reporting Person was the beneficial owner of such shares. |
| /s/ Gary J. Graham | 06/22/2020 | |
| ** 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. | ||
