Statement of Changes in Beneficial Ownership (4)
October 24 2019 - 6:40PM
Edgar (US Regulatory)
FORM 4
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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 Number:
3235-0287
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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
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Dietrich Isaac |
2. Issuer Name and Ticker or Trading Symbol
MassRoots, Inc.
[
MSRT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
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(Last)
(First)
(Middle)
C/O MASSROOTS, INC., 7083 HOLLYWOOD BLVD., OFFICE 4084 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2019
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(Street)
LOS ANGELES, CA 90028
(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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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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Warrants
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$0.05
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7/1/2019
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J (1)
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173333
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(1)
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(1)
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Common Stock
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173333
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$0
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0
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D
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Series C Convertible Preferred Stock
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(2)
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10/21/2019
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J (3)
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1000
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(2)
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(4)
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Common Stock
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1000000 (2)(5)
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$0
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1000
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D
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Explanation of Responses:
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(1)
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On October 1, 2019, the Reporting Person forfeited the warrants that the Reporting Person received on July 21, 2017.
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(2)
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Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") shall automatically convert into 1,000 shares of the Issuer's common stock upon the earlier to occur of: (i) the listing the Issuer's securities on a national securities exchange and (ii) a Change in Control (as defined in the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock) of the Issuer. If there is no listing on a national securities exchange and if there is no Change in Control, the Series C Preferred Stock shall not convert into shares of the Issuer's common stock.
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(3)
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On July 16, 2019, the Issuer's Board approved the issuance of the Series C Preferred Stock to the Reporting Person for the Reporting Person's service associated with the merger (the "Merger") of MassRoots Supply Chain, Inc., a wholly-owned subsidiary of the Issuer, with and into Cowa Science Corporation ("Cowa"), with Cowa surviving the Merger. The Series C Preferred Stock were to be issued upon closing of the Merger. On October 21, 2019, the Issuer's Board approved the acceleration of the issuance of the Series C Preferred Stock in recognition of the Reporting Peron's service to the Issuer and work associated with the pending Merger.
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(4)
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The Series C Preferred Stock is perpetual and therefore has no expiration date.
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(5)
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Collectively, the shares of Series C Preferred Stock are entitled to cast such number of votes equal to 40% of the issued and outstanding shares of common stock of the Issuer.
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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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Dietrich Isaac C/O MASSROOTS, INC. 7083 HOLLYWOOD BLVD., OFFICE 4084 LOS ANGELES, CA 90028
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X
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Chief Executive Officer
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Signatures
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/s/ Isaac Dietrich
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10/24/2019
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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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