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 *

TOEVS BRENT
2. Issuer Name and Ticker or Trading Symbol

JAMMIN JAVA CORP. [ JAMN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

4730 TEJON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2015
(Street)

DENVER, CO 80211
(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
Common Stock   12/16/2015     A    300749   (1) A $0.11   1341024   D    
Common Stock   2/1/2016     A    221657   (1) A $0.10   1562681   D    
Common Stock   3/29/2016     A    791261   (2) A $0.10   2353942   D    

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
Stock Option   $0.46   6/30/2015     J   (3)       1333334      (4) 9/10/2018   Common Stock   1333334     (5) 1999999   D    
Stock Option   $0.195   6/30/2015     J   (3)    1333334         (4) 9/10/2018   Common Stock   1333334     (5) 3333333   D    
Stock Option   $0.195   6/30/2015     A      2000000         (6) 6/30/2020   Common Stock   2000000     (7) 5333333   D    
Stock Option   $0.195   3/10/2016     J   (8)       2000000      (6) 6/30/2020   Common Stock   2000000     (5) 3333333   D    
Stock Option   $0.12   3/10/2016     J   (8)    2000000         (6) 6/30/2020   Common Stock   2000000     (5) 5333333   D    

Explanation of Responses:
( 1)  Shares were issued pursuant to the 2013 Stock Incentive Plan of the Issuer, which issuance was exempt from Section 16(b) pursuant to Rule 16b-3(d).
( 2)  Shares were issued pursuant to the 2015 Amended and Restated Equity Incentive Plan of the Issuer, which issuance was exempt from Section 16(b) pursuant to Rule 16b-3(d). Includes $50,000 bonus for fiscal 2017.
( 3)  On June 30, 2015, the Board of Directors of the Registrant provided that all 1,333,334 unvested options to purchase shares of the Registrant's common stock granted to the Reporting Person in August 2013 (options to purchase 2 million shares were originally granted, of which 666,666 options had vested), which originally had an exercise price of $0.46 per share, would be re-priced to have an exercise price of $0.195 per share, provided no other terms of the options were changed. These transactions are exempt from Section 16(b) pursuant to Rule 16b-3(d).
( 4)  666,667 options vested on September 10, 2015 and 666,667 options vest on September 10, 2016.
( 5)  Granted in consideration for services rendered.
( 6)  The Options vest annually over a three-year period from the grant date.
( 7)  Granted in consideration for services rendered. Granted pursuant to the 2015 Equity Incentive Plan of the Registrant, which grant was exempt from Section 16(b) pursuant to Rule 16b-3(d).
( 8)  On March 10, 2016, the Board of Directors of the Registrant provided that all 2,000,000 options to purchase shares of the Registrant's common stock granted to the Reporting Person in June 2015 (only the originally granted options and not the re-priced options), which originally had an exercise price of $0.195 per share, would be re-priced to have an exercise price of $0.12 per share, provided no other terms of the options were changed. These transactions are exempt from Section 16(b) pursuant to Rule 16b-3(d).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TOEVS BRENT
4730 TEJON STREET
DENVER, CO 80211
X
CEO

Signatures
/s/ Brent Toevs 5/6/2016
** 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.
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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