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 *

Post Road Special Opportunity Fund II LP
2. Issuer Name and Ticker or Trading Symbol

Digerati Technologies, Inc. [ DTGI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

2 LANDMARK SQUARE, SUITE 207
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2021
(Street)

STAMFORD, CT 06901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (Right to Buy) $0.01 3/15/2021  S     26190054   (1)(2)11/17/2030 Common Stock 26190054  (1)(2)81511125 D (3)(4) 

Explanation of Responses:
(1) The Warrant was originally issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") on November 17, 2020, was exercisable at any time at the holder's election into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.01 per share, and had an expiration date of November 17, 2030. On March 15, 2021, the Fund assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 24.32% of the Warrant, which portion of the Warrant is exercisable into 26,190,054 shares of Common Stock at any time at the holder's election, at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030.
(2) The approximately 24.32% of the Warrant was so assigned by the Fund to the Offshore Fund for consideration equal to that which the Fund originally paid to the Issuer for such portion of the Warrant and, as a result, that there was no profit in connection with such assignment for the purposes of Section 16 and the rules promulgated thereunder.
(3) Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (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 and the Offshore Fund.
(4) Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Offshore Fund has filed a Form 3 with the Securities and Exchange Commission on the date hereof with respect to its acquisition of a portion of the Warrant, as described herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Post Road Special Opportunity Fund II LP
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901

X

Post Road SOF GP II LLC
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901

X

Post Road Group LP
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901

X

Bogdan Michael
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901

X

Davis Kevin C.
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901

X


Signatures
/s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II LP3/17/2021
**Signature of Reporting PersonDate

/s/ Michael Bogdan, as Managing Partner of Post Road SOF GP II LLC3/17/2021
**Signature of Reporting PersonDate

/s/ Michael Bogdan, as Managing Partner of Post Road Group LP3/17/2021
**Signature of Reporting PersonDate

/s/ Michael Bogdan3/17/2021
**Signature of Reporting PersonDate

/s/ Kevin C. Davis3/17/2021
**Signature of Reporting PersonDate

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