Amended Statement of Changes in Beneficial Ownership (4/a)
July 23 2014 - 1:34PM
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).
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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
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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
*
Scott Sterling C.
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2. Issuer Name
and
Ticker or Trading Symbol
GROWLIFE, INC.
[
PHOT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former Officer and Director
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(Last)
(First)
(Middle)
20301 VENTURA BLVD., SUITE 126
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/3/2014
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(Street)
WOODLAND HILLS, CA 91364
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/14/2014
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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
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7/3/2014
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M
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795455
(1)
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A
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$0.085
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54747073
(2)
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D
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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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Option
(3)
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$0.085
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7/3/2014
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M
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12000000
(3)
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11/3/2013
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11/3/2023
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Common Stock
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12000000
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$0.085
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65721714
(4)
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D
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Explanation of Responses:
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(
1)
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On July 3, 2014, Sterling Scott was issued 795,455 shares of Common Stock of GrowLife, Inc. pursuant to a stock option exercise. Mr. Scott's previous Form 4 filing on this issuance did not mention the nature of his acquisition. Mr. Scott's Form 4 filing on July 14, 2014 is amended as set forth herein.
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(
2)
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At the end of this transaction, Sterling Scott beneficially owns 54,747,073 shares of common stock, of which Sterling Scott's wife owns 6,079,888.
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(
3)
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On November 3, 2013, Sterling Scott was issued 12,000,000 stock options with an exercise price of $0.085 per share. As of Mr. Scott's resignation from GrowLife, Inc. on 5/18/14, 3,500,000 options vested and the remaining 8,500,000 options expired. On July 3, 2014, Mr. Scott exercised his 3,500,000 options which were converted into 795,455 shares of Common Stock of GrowLife, Inc. issued by GrowLife to Mr. Scott as reported in Table I above.
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(
4)
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At the end of this transaction, Sterling Scott holds derivative securities in the form of a convertible note exercisable into 65,721,714 shares of Common Stock of GrowLife, Inc.
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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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Scott Sterling C.
20301 VENTURA BLVD., SUITE 126
WOODLAND HILLS, CA 91364
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X
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Former Officer and Director
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Signatures
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/s/ Sterling Scott
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7/23/2014
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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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