Statement of Changes in Beneficial Ownership (4)
July 09 2018 - 04:13PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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Ryan Timothy John
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2. Issuer Name
and
Ticker or Trading Symbol
Exactus, Inc.
[
EXDI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
__ Officer (give title below)
_____ Other (specify below)
EXECUTIVE VICE PRESIDENT
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(Last)
(First)
(Middle)
4870 SADLER RD, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/5/2018
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(Street)
GLEN ALLEN, VA 23060
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1950000
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D
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Common Stock
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2950000
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I
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By Willets Capital, over which Mr. Ryan has sole voting power and investment power
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Common Stock
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2850000
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I
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By Tonset Capital, over which Mr. Ryan has sole voting power and investment power
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Common Stock
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400000
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I
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By NYTX LLC, over which Mr. Ryan has sole voting power and investment power
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Common Stock
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300000
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I
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By Brosis LLC, over which Mr. Ryan has sole voting power and investment power
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series D Preferred Stock (the "Series D")
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(1)
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7/5/2018
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A
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16
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7/5/2018
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(2)
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Common Stock
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3200000
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(3)
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27
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D
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Explanation of Responses:
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(1)
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Each share of Series D automatically converts into 200,000 shares of the Company's common stock upon the consummation of the first offering of the Company's Common Stock, subsequent to the acquisition of the Series D, for which the gross proceeds of the offering exceed $5,000,000.
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(2)
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The Series D has no expiration date.
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(3)
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The securities were issued in connection with the repayment of debt, owed by the Company to the Reporting Person, in the amount of $200,000.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ryan Timothy John
4870 SADLER RD
SUITE 300
GLEN ALLEN, VA 23060
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X
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EXECUTIVE VICE PRESIDENT
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Signatures
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/s/ Timothy J. Ryan
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7/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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