Statement of Changes in Beneficial Ownership (4)
March 17 2015 - 4:47PM
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
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
*
Roberts Shaun
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2. Issuer Name
and
Ticker or Trading Symbol
KonaRed Corp
[
OB:KRED
]
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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)
President & CEO
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(Last)
(First)
(Middle)
2829 ALA KALANIKAUMAKA STREET, SUITE F-133
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2015
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(Street)
KOLOA, HI 96756
(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 Shares - control
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3/2/2015
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J
(1)
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623590
(2)
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A
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$0.001
(1)
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8538314
(1)
(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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Call options to purchase restricted common shares
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$0.17
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12/19/2014
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A
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2500000
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12/19/2014
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12/19/2019
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Restricted common shares
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2500000
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$0.17
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2500000
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D
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Call options to purchase restricted common shares
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$0.17
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12/19/2014
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A
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1000000
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12/19/2014
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12/19/2019
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Restricted common shares
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1000000
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$0.17
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1000000
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I
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Held by spouse
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Explanation of Responses:
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(
1)
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On October 4, 2013 KonaRed Corporation ('KRED') acquired the assets of Sandwich Isles Trading Co, Inc. ('SITC') in a share exchange wherein Mr. Roberts personally received 7,815,386 shares in the initial shares distribution. On March 2, 2015 there was a second (and final) distribution of KRED shares to the former shareholders of SITC related to the share exchange wherein Mr. Roberts received 623,590 additional shares, which are the subject of this Form 4 filing. The acquisition price shown is the average price paid by Mr. Roberts as a founder after taking into account the share exchange. The exchanged shares were registered in a Form S-1 which became Effective December 19, 2014 and are unrestricted.
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(
2)
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Mr. Roberts also holds 99,338 common shares which were issued via an Form S-8 registration on May 27, 2014. In previous Form 4 and Form 5 filings this total had erroneously been reported as 86,999 shares.
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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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Roberts Shaun
2829 ALA KALANIKAUMAKA STREET
SUITE F-133
KOLOA, HI 96756
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X
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X
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President & CEO
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Signatures
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/s/ Shaun Roberts
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3/17/2015
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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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