Statement of Changes in Beneficial Ownership (4)
June 30 2017 - 12:47PM
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
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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
*
Hanson Michael John
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2. Issuer Name
and
Ticker or Trading Symbol
DIGILITI MONEY GROUP, INC.
[
DGLT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
18671 LAKE DRIVE EAST, SOUTHWEST TECH CENTER A
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/24/2017
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(Street)
MINNEAPOLIS, MN 55317
(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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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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Convertible Promissory Note
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(2)
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1/24/2017
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P
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691104
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3/15/2017
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4/30/2018
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Common Stock
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691104
(1)
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$2487968
(2)
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691104
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D
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Series C Convertible Preferred Stock
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(3)
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1/24/2015
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P
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281246
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3/15/2017
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(3)
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Common Stock
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281246
(1)
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(3)
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281246
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D
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Revolving Line of Credit Note (Right to Buy)
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(4)
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1/24/2017
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J
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150878
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3/15/2017
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(4)
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Common Stock
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150878
(1)
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$678947
(4)
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150878
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D
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Warrant (Right to Buy)
(5)
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$7.41
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1/24/2017
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P
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3334
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1/24/2017
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1/23/2022
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Common Stock
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3334
(1)
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$0
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3334
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D
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Warrant (Right to Buy)
(6)
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$3.60
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1/26/2017
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A
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3858
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1/26/2017
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1/25/2022
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Common Stock
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3858
(1)
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$0
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3858
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D
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Warrant (Right to Buy)
(7)
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$4.50
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3/10/2017
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J
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90526
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3/10/2017
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3/11/2022
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Common Stock
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90526
(1)
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$0
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90526
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D
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Explanation of Responses:
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(1)
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Reflects 1-for-1.5 reverse stock split which became effective on March 9, 2017.
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(2)
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Convertible Term Promissory Note convertible into Issuer's common stock on a $3.60-for-$1.00 basis.
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(3)
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The Series C Convertible Preferred Stock converted into the Issuer's Common Stock on a $3.60-for-$1.00 basis. (This filing is deemed to correct the typographical error contained within Form 4 filed on March 20, 2017, which incorrectly stated a conversion basis of $3.60-for-$100.)
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(4)
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Reflects an amendment to the Revolving Line of Credit Note convertible into the Issuer's Common Stock on a $4.50-for-$1.00 basis.
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(5)
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Issued in consideration of the Reporting Person's agreement to convert a Convertible Term Promissory Note from the Issuer into the Issuer's common stock and to accept warrants in lieu of cash repayment of $158,900 interest accrued in connection with the convertible note.
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(6)
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Issued pursuant to a Convertible Note Payable agreement between the Issuer and the Reporting Person.
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(7)
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Issued in consideration of the conversion of the Revolving Line of Credit Note in footnote (4) pursuant to an agreement between the Reporting Person and Issuer.
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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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Hanson Michael John
18671 LAKE DRIVE EAST
SOUTHWEST TECH CENTER A
MINNEAPOLIS, MN 55317
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X
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X
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Signatures
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/s/ Bryan D. Meier, Attorney-in-Fact for Michael J. Hanson
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6/30/2017
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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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