Statement of Changes in Beneficial Ownership (4)

Date : 04/10/2019 @ 11:20PM
Source : Edgar (US Regulatory)
Stock : Recruiter.com Group, Inc. (RCRT)
Quote : 1.47  0.0 (0.00%) @ 9:23PM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
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
                      

1. Name and Address of Reporting Person *

Jennings Miles L
2. Issuer Name and Ticker or Trading Symbol

TRULI TECHNOLOGIES, INC. [ TRLI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

100 WAUGH DR. SUITE 300,
3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2019
(Street)

HOUSTON, TX 77007
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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 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
Series E Convertible Preferred Stock   $0.02   3/31/2019     J      176622   (1)        (1)   (1) Common Stock     (1)   (2) 176622   (1) D    

Explanation of Responses:
(1)  The Reporting Person received 176,622 shares of Series E Convertible Preferred Stock, par value $0.0001 per share (the "Series E Preferred Stock") of the Issuer pursuant to the Agreement and Plan of Merger, dated March 31, 2019, by and among the Issuer, Truli Acquisition Co., Inc., and Recruiter.com, Inc. Each share of Series E Preferred Stock initially converts into 1,000 shares of common stock, par value $0.0001 (the "Common Stock") of the Issuer. The Series E Preferred Stock has no expiration date. The Certificate of Designation of Series E Preferred Stock contains a conversion cap, pursuant to which at no time may all or a portion of the shares of Series E Preferred Stock be converted if the number of shares of Common Stock to be issued upon such conversion would cause the beneficial ownership of any holder of Series E Preferred Stock, including the Reporting Person, to exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder at such time, the number of shares of Common Stock equal to 4.99% of all of the Common Stock issued and outstanding at such time. This provision may be waived by the holder by written notice to the Issuer, which notice shall be effective 61 calendar days after the date of such notice. Additionally, in no event shall any shares of Series E Preferred Stock be converted if after giving effect to the conversion, any holder of Series E Preferred Stock, including the Reporting Person, would beneficially own more than 9.99% of all of the Common Stock issued and outstanding at such time. Based on the 139,830,306 shares of Common Stock of the Issuer outstanding as of the date of this Report and subject to the waiver of the conversion cap by the Reporting Person, the Reporting Person cannot convert any shares of Series E Preferred Stock.
(2)  Not applicable

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jennings Miles L
100 WAUGH DR. SUITE 300,
HOUSTON, TX 77007
X X CEO

Signatures
/s/ Miles Jennings 4/10/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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.
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.

Recruiter.com Group, Inc. (USOTC:RCRT)
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