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 *

D'Ambrosio Trent 		2. Issuer Name and Ticker or Trading Symbol

INCEPTION MINING INC. [ IMII ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

5330 SOUTH 900 EAST, SUITE 280 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/29/2016
(Street)

MURRAY, UT 84117
(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
Convertible Promissory Note   $0.23   7/29/2016   7/29/2016   C   (1)    881057       1/1/2016   10/2/2016   (2) Common Shares   881057   $200000   0   (2) D   (3)  

Explanation of Responses:
( 1)  Common shares acquired through the exercise of a convertible promissory note (the "Note") issued to the Reporting Owner. Pursuant to the Note, the Reporting Owner was permitted to convert outstanding debt owed by the Company to shares of the Company's common stock to satisfy those debt obligations. The Reporting Owner is deemed to beneficially own one derivative security until all debt eligible for conversion under the Note has been converted to shares of the Company's common stock or the Note is amended (see Note 2, below), at which point this derivative security will be disposed of completely.
( 2)  As of October 2, 2016, the Reporting Owner and the Company entered into a Note Amendment through which all the convertible provisions of the Note were removed and the due date was extended until December 31, 2017. Accordingly, as of the date of this filing, there are no derivative securities underlying the Note.
( 3)  Assigned through Conversion of MDL Ventures, LLC convertible promissory note

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D'Ambrosio Trent
5330 SOUTH 900 EAST, SUITE 280
MURRAY, UT 84117 		X
CFO

Signatures
/s/ Trent D'Ambrosio 12/1/2016
** 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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