Statement of Changes in Beneficial Ownership (4)
March 31 2021 - 8:23AM
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).
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
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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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Panariello Anthony |
2. Issuer Name and Ticker or Trading Symbol
Healthier Choices Management Corp.
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HCMC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3214 SW 53RD COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2021 |
(Street)
HOLLYWOOD, FL 33321
(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 | 3/30/2021 | | D | | 68750000 (1) | D(2) | $0 | 481250000 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option | $0.0001 | | | | | | | (3)(4) | 2/1/2027 | Common Stock | 1000000000 | | 1000000000 | D | |
Explanation of Responses: |
(1) | Shares of common stock granted pursuant to a time-based restricted stock award (RSA). This restricted common stock shall vest in 68,750,000 increments on the last day of each of the next seven calendar quarters commencing June 30, 2021, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. Reporting Person voluntarily forfeited 68,750,000 shares of restricted stock that were to vest on March 31, 2021. The forfeited restricted stock will be deemed authorized but unissued common stock and will be available for future issuance by the Company. |
(2) | The Issuer's officers and directors each voluntarily agreed to forfeit 12.5% of their unvested restricted common stock. |
(3) | The options are fully vested. |
(4) | Pursuant to the terms of the option agreement between the holder and the Issuer, the option may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 4.99% of all of the common stock of the Issuer outstanding at such time. |
Remarks: Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S. C. 1001 and 15 U.S.C. 78ff(a) Note: File three copies of this Form, one of which must be manually signed, If space is insufficient, See Instruction 6 for procedure
Potential persons who are to respond to the collection of information contained in this form are not Required to respond unless the form displays a currently valid OMB Number. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Panariello Anthony 3214 SW 53RD COURT HOLLYWOOD, FL 33321 | X |
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Signatures
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/s/ Anthony Panariello | | 3/30/2021 |
**Signature of Reporting Person | Date |
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