Statement of Changes in Beneficial Ownership (4)

Date : 08/13/2019 @ 7:14PM
Source : Edgar (US Regulatory)
Stock : RedHawk Holdings Corp. (SNDD)
Quote : 0.0132  -0.0003 (-2.22%) @ 4:19PM

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 *

KLUG G DARCY
2. Issuer Name and Ticker or Trading Symbol

RedHawk Holdings Corp. [ IDNG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

120 RUE BEAUREGARD, SUITE 206
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2015
(Street)

LAFAYETTE, LA 70508
(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
Common Stock                  660000   D    
Common Stock                  3126144   I   by related individuals, trust and LLC   (1)
Common Stock   6/20/2019     D    113700000   D   (2) (3) 626144   I   by LLC   (4)

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 A Preferred Stock   $0.015   6/20/2019     A      1277         (5)   (5) Common Stock     (3) $1184.29   (2) 1492   I   by LLC   (4)
Warrant (right to buy)   $.005   6/20/2019     A      113508450       6/20/2019   6/20/2029   Common Stock   113508450   $0.00   (2) 113508450   I   by LLC   (6)
Series B Preferred Stock   $0.01   12/30/2015     A      1000         (7)   (7) Common Stock     (7) $1000   (7) 1000   (7) I   by LLC   (4)

Explanation of Responses:
(1)  The Common shares indirectly owned by Mr. Klug are held as follows: 1,500,000 shares are held by relatives, and 1,000,000 shares are held in the reporting person's trust. 626,144 shares are held by Beechwood, which is a greater than ten percent owner of the issuer and a second reporting person on this report. (See footnote 4 below.)
(2)  The Common shares were disposed of pursuant to a Stock Exchange Agreement with the Issuer, whereby the Reporting Person exchanged 113,700,000 shares of Common Stock for (a) 1,277 shares of Series A Preferred stock (the "Series A Preferred") valued, on June 30, 2019, at approximately $1,184 per share of Series A Preferred, and (b) warrants to acquire 113,508,450 shares of Common Stock at an exercise price of $0.005 per share.
(3)  Each share of Series A Preferred of the Issuer has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Issuer has the option to pay dividends in cash or through an increase in the stated value. Each share of Series A Preferred is convertible into a number of the Issuer's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.001. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series B Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series B Preferred. The Series B Preferred were valued, on June 30, 2019, at approximately $1,183 per share.
(4)  These shares are owned directly by Beechwood Properties, LLC, a Louisiana limited liability company ("Beechwood") and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
(5)  The Series A Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series A Preferred Stock.
(6)  The warrants are held directly by Beechwood, a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
(7)  Each share of Series B Preferred stock (the "Series B Preferred") of the Company has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Each share of Series B Preferred is convertible into a number of the Company's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.01. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series B Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series B Preferred. The Series B Preferred were valued, on June 30, 2019, at approximately $1,183 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KLUG G DARCY
120 RUE BEAUREGARD
SUITE 206
LAFAYETTE, LA 70508
X X Interim CEO and CFO
Beechwood Properties, LLC
219 CHEMIN METIARIE RD.
YOUNGSVILLE, LA 70592

X


Signatures
G. Darcy Klug 8/12/2019
** Signature of Reporting Person Date

Beechwood Properties, LLC, by G. Darcy Klug, Manager 8/12/2019
** 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.

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