FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

SIEGEL NED L

2. Issuer Name and Ticker or Trading Symbol

Notis Global, Inc. [MDBX]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

(Last)          (First)          (Middle)

600 WILSHIRE BOUELVARD,  SUITE 1500

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

LOS ANGELES, CA 90017

(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)
Amount (A) or (D) Price
Common Stock   (1) 3/31/2015     M4   (2) 56250   A $0.00   3283261   D    
Common Stock   (3) 7/1/2015     A4   18750   A $0.00   3302011   D    
Common Stock   (4) 7/1/2015     A4   6250   (5) A $0.00   3308261   D    
Common Stock   (3) 10/1/2015     A4   18750   A $0.00   3327011   D    
Common Stock   (4) 10/1/2015     A4   6250   (5) A $0.00   3333261   D    
Common Stock   (6) 12/31/2015     A4   1429500   A $0.00   4762761   D    

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $0.00   3/31/2015     M4      56250      (7)   (8) Common Stock   56250   $0.00   0   D    
Warrant   (9) $0.40   7/10/2015     J4   (9) 129305       7/10/2015   1/30/2018   Common Stock   129305   $0.00   129305   D    
Warrant   (9) $0.40   7/10/2015     J4   (9) 129917       7/10/2015   1/5/2018   Common Stock   129917   $0.00   129917   D    

Explanation of Responses:
( 1)  Common stock of Issuer acquired by Reporting Person upon conversion of restricted stock units ("RSUs") in accordance with the award agreement.
( 2)  RSUs granted August 21, 2014 were fully vested and converted to common stock of Issuer on transaction date.
( 3)  Common stock awarded to Reporting Person pursuant to Issuer's 2014 Equity Incentive Plan, as amended. Such award is part of an inducement grant to Reporting Person for services as a director of Issuer.
( 4)  RSUs awarded to Reporting Person pursuant to Issuer's 2014 Equity Incentive Plan, as amended, which vested on the transaction date. Each vested RSU is payable in one share of common stock. Such award is part of an inducement grant to Reporting Person for services as a director of Issuer.
( 5)  The number of shares of Issuer's common stock represented by RSUs granted under Issuer's 2014 Equity Incentive Plan as part of Reporting Person's compensation as a director of Issuer. See also footnote number 4.
( 6)  Award of Issuer's common stock under Issuer's 2014 Equity Incentive Plan. Such award was made as bonus compensation for Reporting Person's services as a director of Issuer for the period August 1, 2015 through December 31, 2015.
( 7)  RSUs may be converted into common stock of Issuer upon vesting, at holder's election.
( 8)  Not applicable.
( 9)  Warrant acquired by Reporting Person pursuant to the terms of and in conjunction with Reporting Person's conversion of a convertible debenture of Issuer on July 10, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SIEGEL NED L
600 WILSHIRE BOUELVARD
SUITE 1500
LOS ANGELES, CA 90017
X



Signatures
/s/ Ned L. Siegel 2/16/2016
** 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).
Note: 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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