Statement of Changes in Beneficial Ownership (4)
November 10 2021 - 2:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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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
*
Campbell Michael |
2. Issuer Name and Ticker or Trading Symbol
CalEthos, Inc.
[
BUUZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
11753 WILLARD AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2021 |
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(Street)
TUSTIN, CA 92782
(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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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Award | $0 | 8/17/2021 | | A | | 1500000 | | (1) | (2) | Common Stock | 1500000 | $0 | 1500000 | I | See Footnote (3) |
| Explanation of Responses: |
| (1) | 50% of the Restricted Shares shall vest upon the achievement of certain Company milestones, and the remaining 50% of the Restricted Shares shall vest upon the sooner of (i) the achievement of certain additional Company milestones, or (ii) six months after the completion of the milestones that the vesting of the initial 50% are based on. Details regarding the vesting of the Restricted shares are more fully described in the RestrictedShare Award agreement, which was filed as Exhibit 4.3 to the Company's Form 8-K filed on August 17, 2021 |
| (2) | The Restricted Shares shall be cancelled upon the termination of M1 Advisors LLC consulting relationship with the Company for Cause, or if M1 Advisors LLC voluntarily terminates its consulting relationship with the Company or such relationship is terminated due to disability or death prior to the vesting of all or any portion of the Restricted Shares awarded under the Restricted Share Award Agreement. |
| (3) | The reported securities are owned by M1 Advisors LLC, a company of which the reporting person is a principal member. The reporting person disclaims beneficial ownership of these securities, expect to the extent of his pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Campbell Michael
11753 WILLARD AVENUE
TUSTIN, CA 92782 | X | X | Chief Executive Officer |
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Signatures
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| /s/ Michael Campbell | | 11/10/2021 |
| **Signature of Reporting Person | Date |
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