Statement of Changes in Beneficial Ownership (4)
December 16 2016 - 11:44AM
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
*
Pertile Richard K
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2. Issuer Name
and
Ticker or Trading Symbol
Acacia Diversified Holdings, Inc.
[
ACCA
]
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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)
CEO, President, Chairman
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(Last)
(First)
(Middle)
13575 58TH STREET NORTH - #138
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2016
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(Street)
CLEARWATER, FL 33760
(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 stock
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12/12/2016
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P
(1)
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1200000
(1)
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A
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$0.5
(2)
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2234000
(3)
(4)
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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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Explanation of Responses:
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(
1)
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Reporting Person acquired 1,200,000 shares of the Common stock of Issuer in a transaction relating to the exchange of equity shares of Issuer for cancellation of $500,000 in debt and for an additional injection of $100,000 into Issuer for operating capital.
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(
2)
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Price was fixed by the board of directors as an incentive for Reporting Person to exchange equity shares for debt and to infuse additional operating capital into the Company.
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(
3)
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In conjunction with the acquisition of these shares, Reporting Person became a shareholder of greater than 10% the issued and outstanding shares of Issuer.
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(
4)
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In addition to the shares beneficially held by Reporting Person, he also holds: (1) a Proxy to vote 2,500,000 shares of another affiliate of the Company; and, (ii) holds those shares in trust under a Right of First Refusal to acquire them from the other affiliated person at any time between April 4th and May 4th of 2019. This Proxy brings the total sole dispositive voting power of 4,734,000 votes.
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Remarks:
In addition to the 2,234,000 Common shares beneficially held by Reporting Person, he also holds: (1) a Proxy to vote 2,500,000 shares of another affiliate of the Company; and, (ii) holds those shares in trust under a Right of First Refusal to acquire them from the other affiliated person at any time between April 4th and May 4th of 2019. This Proxy brings the total sole dispositive voting power of 4,734,000 votes.
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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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Pertile Richard K
13575 58TH STREET NORTH - #138
CLEARWATER, FL 33760
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X
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X
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CEO, President, Chairman
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Signatures
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/s/ Richard K. Pertile
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12/16/2016
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**
Signature of Reporting Person
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Date
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by Steven L. Sample, PoA
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12/16/2016
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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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