Amended Statement of Beneficial Ownership (3/a)
November 30 2020 - 5:14PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Post Road Special Opportunity Fund II LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/17/2020
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3. Issuer Name and Ticker or Trading Symbol
Digerati Technologies, Inc. [DTGI]
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(Last)
(First)
(Middle)
2 LANDMARK SQUARE, SUITE 207 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 11/27/2020
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant (right to buy) | (1) | 11/17/2030 | Common Stock | 107701179 | (1) | I | See Footnote (2)(3) |
Explanation of Responses: |
(1) | The Warrant, issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") is exercisable into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share, at any time at the holder's election and has an expiration date of November 17, 2030. |
(2) | Post Road SOF GP II LLC (the "General Partner") is the General Partner of the Fund and Post Road Group LP is the manager and investment advisor of the Fund. The General Partner and the Manager may be deemed to beneficially own the securities held by the Fund. Michael Bogdan and Kevin C. Smith (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund. |
(3) | Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests. |
Remarks: This amendment is being filed solely to refile the original Form 3 via Edgar with the correct Edgar access codes for each filing person. No other changes to the original Form 3 have been made pursuant to this amendment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Post Road Special Opportunity Fund II LP 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT 06901 |
| X |
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Post Road SOF GP II LLC 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT 06901 |
| X |
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Post Road Group LP 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT 06901 |
| X |
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Bogdan Michael 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT 06901 |
| X |
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Davis Kevin C. 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT 06901 |
| X |
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Signatures
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/s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II LP | | 11/30/2020 |
**Signature of Reporting Person | Date |
/s/ Michael Bogdan, as Managing Partner of Post Road SOF GP II LLC | | 11/30/2020 |
**Signature of Reporting Person | Date |
/s/ Michael Bogdan, as Managing Partner of Post Road Group LP | | 11/30/2020 |
**Signature of Reporting Person | Date |
/s/ Michael Bogdan | | 11/30/2020 |
**Signature of Reporting Person | Date |
/s/ Kevin C. Davis | | 11/30/2020 |
**Signature of Reporting Person | Date |
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