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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tracey Kyle J 		2. Issuer Name and Ticker or Trading Symbol

Vape Holdings, Inc. [ VAPE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

21822 LASSEN STREET, SUITE A 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/10/2015
(Street)

CHATSWORTH, CA 91311
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Series B Preferred Stock Convertible Promissory Note   $0.01   12/10/2015     A      30000000       12/10/2015   (1) 12/10/2016   (1) Series B Preferred Stock   30000000   (1) $300000   30500000   I   See Footnote   (1)

Explanation of Responses:
( 1)  On December 10, 2015, Vape Holdings, Inc. (the "Company") issued a Secured Series B Preferred Stock Convertible Promissory Note and a Amended and Restated Secured Series B Preferred Stock Convertible Promissory Note to HIVE Ceramics, LLC ("HIVE") in the aggregate amount of $300,000 (the "Notes") which consisted of $50,000 in new capital and the restructuring and replacement of an existing $250,000 debt owed to HIVE. Mr. Tracey is the sole managing member of HIVE with sole voting and dispositive power. The Notes convert into Series B Preferred Stock at a price of $0.01. The Series B Preferred Stock has 5 votes for every 1 vote of common stock and is convertible into 1 share of common stock of the Company for every 1 share of Series B Preferred Stock. The Notes are convertible at any time at Mr. Tracey's option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tracey Kyle J
21822 LASSEN STREET, SUITE A
CHATSWORTH, CA 91311
X


Signatures
/s/ Kyle Tracey 12/14/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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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