Statement of Changes in Beneficial Ownership (4)

Date : 12/20/2018 @ 9:12PM
Source : Edgar (US Regulatory)
Stock : Surna Inc. (QB) (SRNA)
Quote : 0.025  0.00025 (1.01%) @ 8:59PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ X ] 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 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 *

Keen Brandy Marie
2. Issuer Name and Ticker or Trading Symbol

Surna Inc. [ SRNA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

6914 PEACE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/18/2018
(Street)

FREDERICK, CO 80530
(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, par value $0.00001   (1) (2) 12/18/2018   12/18/2018   A    35190   A   (2) 18194859   D    

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
Preferred Stock Option Agreement   (2) $0.00   (2) 12/18/2018   12/18/2018   M         0   (2)     (2)   (2) Preferred Stock   35189669     (2) 0   D    

Explanation of Responses:
(1)  The amount of common stock beneficially owned by the Reporting Persons under Table I, column 5 includes 1,000,000 shares of common stock issued to Brandy Keen on July 13, 2018 in settlement of 1,000,000 restricted stock units that vested on June 30, 2018. The grant of the restricted stock units was previously reported in a Form 4 filed on May 31, 2018.
(2)  On December 18, 2018, the Issuer issued 35,190 shares of common stock to the Reporting Persons in connection with the Issuer's exercise of an option under a Preferred Stock Option Agreement dated May 29, 2018. The Issuer previously reported this Preferred Stock Option Agreement in Table II on a Form 4 filed on May 31, 2018. Pursuant to the exercise of this option and the closing of the transactions thereunder on December 18, 2018, the Issuer acquired all 35,189,669 shares of preferred stock owned by the Reporting Persons in exchange for 35,190 shares of common stock. The common stock issued upon exercise were restricted shares. The option expired on April 30, 2020. As consideration for Reporting Persons' grant of the option, the Issuer also paid them $5,000. The sale of the preferred stock by the Reporting Persons and the issuance of common stock to the Reporting Persons upon exercise of the option by the Issuer, are transactions exempt from Section 16(b) of the Exchange Act.

Remarks:
The Reporting Persons are longer subject to Section 16 based on their ownership of the Issuer's common stock being less than 10%.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Keen Brandy Marie
6914 PEACE STREET
FREDERICK, CO 80530



Former 10% Owner
Keen Stephen Banks
6914 PEACE STREET
FREDERICK, CO 80530



Former 10% Owner

Signatures
/s/ Brandy M. Keen 12/20/2018
** Signature of Reporting Person Date

/s/ Stephen B. Keen 12/20/2018
** 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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