Statement of Ownership (sc 13g)
February 09 2017 - 10:19AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MASSROOTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
57630J106
(CUSIP Number)
December
31, 2016
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d - 1(b)
[ ]
Rule 13d - 1(c)
[X]
Rule 13d - 1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
CUSIP No. 57630J106
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13G
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Page 2 of 4 pages
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1
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NAMES OF REPORTING PERSONS
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Stewart Fortier
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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N/A
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(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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5
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SOLE VOTING POWER
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3,685,976
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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0
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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3,685,976
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REPORTING
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,685,976
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.1%
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 57630J106
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13G
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Page 3 of 4 pages
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SCHEDULE 13G
Item 1(a).
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Name of Issuer:
MassRoots, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive
Offices:
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1624 Market Street, Suite
201
Denver, Colorado 80202
Item 2(a).
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Name of Person Filing:
Stewart Fortier
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Item 2(b).
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Address of Principal Business Office or, if
None, Residence:
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1624
Market Street, Suite 201
Denver,
Colorado 80202
Item 2(c).
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Citizenship:
United States of America
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Item 2(d).
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Title of Class of Securities:
Common Stock,
$0.001 par value
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Item 2(e).
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CUSIP Number:
57630J106
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Item 3.
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If this statement is filed pursuant to Rule
13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
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(a)
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Amount beneficially owned: 3,685,976*
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(b)
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Percent of class: 5.1%**
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 3,685,976
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition
of: 3,685,976
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(iv)
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Shared power to dispose or to direct the disposition
of: 0
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______________________
*
The number of shares of Common Stock shown above as beneficially owned by Stewart Fortier includes (1) 3,675,976 shares of Common
Stock issued and outstanding in his name, and (2) fully vested warrants to purchase 10,000 shares of Common Stock at $1.00 per
share.
**
Based on the 71,908,370 shares of Common Stock outstanding as of December 31, 2016, plus 10,000 shares of Common Stock that
would be issued upon the exercise of Mr. Fortier’s warrants.
Item 5.
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Ownership of Five Percent or Less of a Class:
Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf
of Another Person:
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not Applicable.
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Item 8.
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Identification and Classification of Members
of the Group:
Not Applicable.
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Item 9.
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Notice of Dissolution of Group:
Not Applicable.
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Item 10.
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Certifications:
Not Applicable.
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CUSIP No. 57630J106
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13G
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Page 4 of 4 pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February 9, 2017
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Date
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/s/ Stewart Fortier
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Signature
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Stewart Fortier
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Name
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