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CUSIP No.
500048Y104
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13D
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Page 2 of 7 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHAUN ROBERTS
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(1)
(b)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Shaun Roberts is a United States citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
7,982,385
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8.
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SHARED VOTING POWER
34,934,614
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9.
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SOLE DISPOSITIVE POWER
7,982,385
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10.
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SHARED DISPOSITIVE POWER
34,934,614
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,916,999
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.5%
(2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 50048Y104
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13D
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Page 3 of 7 Pages
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(1)
Shaun Roberts was a director & officer and 10% shareholder of Sandwich Isles Trading Co., Inc. ("SITC") which was purchased by KonaRed Corporation ("KRED") on October 4, 2013. Under the Asset Purchase Agreement, Mr. Roberts was designated as one of the trustees of 42,750,000 KRED shares to be distributed to SITC shareholders. On May 23, 2014, SITC was dissolved and distribution of KRED shares in trust began. Mr. Roberts own shareholdings of KRED is 7,982,385 shares. At this time 34,934,614 KRED shares which are still under Mr. Roberts' indirect ownership as a trustee are also reported herein.
(2)
As of June 27, 2014, KRED had 77,380,296 issued and outstanding common shares. Shaun Roberts and his spouse Dana Roberts were founders of SITC and shared ownership of these founders shares as of October 4, 2013. Prior to the dissolution of SITC on May 23, 2014, Mrs. Roberts transferred her entire ownership interests to Shaun Roberts at a cost base of $0.001 per share, the price at which the founder shares had been purchased. Neither Dana or Shaun Roberts incurred a gain or loss as a result of this transaction. Based on this, Mr. Roberts' direct current holding of 7,982,385 shares comprise 10.3% of KRED's common shares; and his indirect holdings of 34,934,614 shares comprise 45.2% of KRED's common shares.
Item 1. Security and Issuer.
This Statement relates to common shares with a par value of $0.001 of KonaRed Corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2829 Ala Kalanikaumaka Street, Suite F-133 Koloa, Hawaii 96756.
Item 2. Identity and Background.
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(a)
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Shaun Vincent Roberts
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(b)
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P.O. Box 701, Kalaheo, HI 96741
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(c)
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Mr. Roberts is a President & Chief Executive Officer of KonaRed Corporation located
at 2829 Ala Kalanikaumaka Street, Suite F-133 Koloa, Hawaii 96756.
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(d)
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Mr. Roberts has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
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(e)
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Mr. Roberts has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Roberts is a United States citizen.
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CUSIP No. 50048Y104
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13D
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Page 4 of 7 Pages
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Item 3. Source or Amount of Funds or Other Consideration.
Mr. Roberts was a founder and CEO of Sandwich Isles Trading Co., Inc. ("SITC") which was purchased by KonaRed Corporation ("KRED") on October 4, 2013 in exchange for 42,750,000 KRED restricted common shares. Under the Asset Purchase Agreement governing the transaction between KRED and SITC, Mr. Roberts and Mr. Steven Schorr were designated as a trustees of 42,750,000 KRED shares to be distributed to SITC shareholders. On May 23, 2014, SITC was dissolved and the process of distribution of the 42,750,000 KRED shares held in trust began, but has not yet been executed. Mr. Roberts' own shareholdings of KRED is 7,982,385 shares. Because the shares from trust distribution is pending, the balance of 34,934,614 shares which are still under Mr. Roberts' indirect control as a trustee are also reported herein.
Mr. Roberts came to own his direct shareholdings in SITC through the purchase of founders shares, and conversion of salaries owed to him into shares of SITC. Mr. Roberts held his founders shares jointly with his wife Dana Roberts, and prior to the dissolution of SITC, Dana Roberts transferred at cost all her ownership interests in SITC to Shaun Roberts.
Additionally, since transitioning to the position of CEO of KRED on October 4, 2013, Mr. Roberts has been issued 250,499 free-trading KRED shares under a Form S-8 as compensation for services, some of which shares have been sold within the last sixty days.
Item 4. Purpose of Transaction.
The purpose of Mr. Roberts' investment in SITC (subsequently merged into KRED) was to form the company.
Depending on market conditions and other factors, Mr. Roberts may acquire additional shares of the Issuer’s common stock as he deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. In respect of the 250,499 free-trading common shares which were issued to Mr. Roberts as compensation under KRED's S-8 Plan, he expects that he will dispose of some or all of these shares in the open market, in privately negotiated transactions to third parties or otherwise. As reported herein, Mr. Roberts has made some sales of these shares within the last sixty days.
Other than in respect of the potential disposition of his 250,499 free-trading common shares, as of the date hereof, except as described above, Mr. Roberts does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s Certificate of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
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CUSIP No. 50048Y104
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13D
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Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
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(a)
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As of June 27, 2014, the aggregate number and percentage of common shares of the Issuer beneficially owned by Mr. Roberts was 42,916,999 common shares, or approximately 55.5% of the Issuer.
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(b)
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Mr. Roberts has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 7,982,385 shares of common stock of the Issuer.
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(On December 12, 2013, Mr. Roberts was also granted 1,000,000 KRED options to purchase 1,000,000 restricted common shares of KRED at $0.45 per share, if vested. These options have a five year term and do not vest prior to October 4, 2014 and then only if KRED's share price is
trading at $1.00 or above.)
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Mr. Roberts has the shared power to vote or direct the vote, and to dispose or direct the disposition of
34,934,614 shares of common stock of the Issuer which is held in trust for SITC shareholders. Mr.
Roberts shares this power with Mr. Steven Schorr. Item 2 information for Mr. Schorr is as follows:
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Steven Michael Schorr
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P.O. Box 448, Puunene, HI 96784
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Mr. Schorr is a businessman and a director of KonaRed Corporation.
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Mr. Schorr has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
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Mr. Schorr has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(c)
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Within the last sixty days, Mr. Roberts has executed the following sales of free-trading shares he received as compensation under KRED's S-8 Plan:
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(i)
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June 18, 2014 - open market sale of 20,000 common shares at $0.52 per share
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June 19, 2014 - open market sale of 20,000 common shares at $0.55 per share
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June 20, 2014 - open market sale of 20,000 common shares at $0.57 per share
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June 24, 2014 - open market sale of 23,500 common shares at $0.58 per share
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(d)
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N/A
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(e)
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N/A
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CUSIP No. 50048Y104
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13D
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Page 6 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than the designation of Mr. Roberts and Mr. Schorr as trustees of 42,750,000 KRED shares to be distributed to SITC shareholders, as referenced in the Asset Purchase Agreement governing the transaction between KRED and SITC, as filed by KRED to EDGAR on October 10, 2013 and incorporated herein by reference, there are not any contracts, arrangements, understandings or relationships (legal or otherwise) among Shaun Roberts and Steven Schorr and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Copies of the agreements which formed the Asset Purchase Agreement between KRED and SITC are as follows:
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Exhibit
Number
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Description
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Filed
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10.1
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Binding Letter agreement dated June 5, 2013 with Sandwich Isles Trading Company, Inc.
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(attached as an exhibit to the current report on Form 8-K of KonaRed Corporation, filed on June 11, 2013 and incorporated herein by reference)
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10.2
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Asset Purchase Agreement dated October 4, 2013 with Sandwich Isles Trading Co. Inc.
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(attached as an exhibit to the current report on Form 8-K of KonaRed Corporation, filed on October 10, 2013 and incorporated herein by reference)
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There were no borrowing of funds to finance the Asset Purchase Agreement.
The acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure, or any other matter as disclosed in Item 4 are as referenced in the attached Exhibits.
Other than the attached, there are no agreements regarding any transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy.
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CUSIP No. 50048Y104
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13D
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: June 30/2014
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/s/ Shaun Roberts
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Shaun Roberts
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