Statement of Changes in Beneficial Ownership (4)
September 18 2014 - 5:54PM
Edgar (US Regulatory)
FORM 4
[ ]
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 APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
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
*
Roberts Shaun
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2. Issuer Name
and
Ticker or Trading Symbol
KonaRed Corp
[
OB:KRED
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Pres&CEO,Director,BoardChair
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(Last)
(First)
(Middle)
2829 ALA KALANIKAUMAKA STREET, SUITE F-133
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/17/2014
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(Street)
KOLOA, HI 96756
(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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Restricted Common Shares
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10/4/2013
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J
(2)
(3)
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34934614
(1)
(2)
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D
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$0
(7)
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0
(1)
(2)
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I
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In trust for SITC shareholders
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Restricted Control Common Shares
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10/4/2013
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J
(2)
(3)
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7815386
(2)
(3)
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A
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$0.001
(6)
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7815386
(2)
(3)
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D
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Common shares
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5/27/2014
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A
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86999
(4)
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A
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$0.627
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86999
(4)
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D
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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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Call options to purchase restricted common shares
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$0.45
(5)
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10/4/2013
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A
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1000000
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10/4/2014
(5)
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10/4/2018
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Restricted common shares
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1000000
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$0
(5)
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0
(5)
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D
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Explanation of Responses:
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(
1)
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Shaun Roberts was a founder, director, officer, and a majority shareholder of Sandwich Isles Trading Co., Inc. ('SITC'), which was purchased by KonaRed Corporation ("KRED") on October 4, 2013 under an Asset Purchase Agreement. As part of this Agreement, Mr. Roberts and another SITC director were designated as trustees of 42,750,000 KRED restricted common shares to be distributed to SITC shareholders as the purchase price for SITC's assets.
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(
2)
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As reported by KRED in a Form S-1 filed on September 17, 2014, on May 23, 2014 SITC was dissolved as a corporation and the process of distributed KRED exchange shares began. At present date, all SITC shares in trust have been distributed to the former shareholders of SITC, which has reduced the original balance of 34,934,614 KRED shares held in trust for the SITC shareholders to zero and precipitated the requirement to file this Form 4.
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(
3)
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Mr. Roberts personal shareholding of exchanged KRED restricted common shares is 7,815,386, based on an exchange ratio of 1.6757 KRED shares for each 1 SITC share previously held.
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(
4)
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This balance of common shares relate to an award to Shaun Roberts under a Form S-8 Registration Statement filed May 27, 2014 (the "Award Shares"). KRED separately registered the Award Shares under the 33 Act, by filing on May 29, 2014 a Post-Effective amendment to the Form S-8 Registration Statement which contained a re-offer prospectus in reference to the Award Shares.
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(
5)
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These options were granted to Mr. Roberts on October 4, 2013, but have not yet vested. These options will vest on, or after October 4, 2014, if the stock price of KRED is trading at, or above, $1.00 per share.
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(
6)
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This is the price per share at which Mr. Roberts purchased these shares as a founder.
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(
7)
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Mr. Roberts was the trustee of these shares and was not the purchaser. Since Mr. Roberts was not the owner of these shares, no purchase price is reported.
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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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Roberts Shaun
2829 ALA KALANIKAUMAKA STREET
SUITE F-133
KOLOA, HI 96756
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X
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X
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Pres&CEO,Director,BoardChair
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Signatures
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/s/ Shaun Roberts
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9/18/2014
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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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