Statement of Ownership (sc 13g)
February 10 2017 - 11:40AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 – Exit Filing)*
MASSROOTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
57630J106
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
[ ] Rule 13d - 1(b)
[ ] Rule 13d - 1(c)
[X] Rule 13d - 1(d)
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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CUSIP No. 57630J106
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13G
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Page 2 of 4 Pages
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1
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NAMES OF REPORTING PERSONS
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Tyler Knight
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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N/A
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(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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5
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SOLE VOTING POWER
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3,352,000
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SHARES
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BENEFICIALLY
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6
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SHARED VOTING POWER
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0
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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3,352,000
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REPORTING
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,352,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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4.7%
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 57630J106
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13G
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Page 3 of 4 Pages
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SCHEDULE 13G
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Item 1(a).
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Name of Issuer:
MassRoots, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1624 Market Street, Suite 201
Denver, Colorado 80202
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Item 2(a).
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Name of Person Filing:
Tyler Knight
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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1624 Market Street, Suite 201
Denver, Colorado 80202
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Item 2(c).
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Citizenship:
United States of America
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Item 2(d).
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Title of Class of Securities:
Common Stock, $0.001 par value
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Item 2(e).
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CUSIP Number:
57630J106
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check
whether the person filing is a:
Not Applicable.
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(a)
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Amount beneficially owned: 3,352,000
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(b)
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Percent of class: 4.7%**
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 3,352,000
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 3,352,000
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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______________________
** Based on the 71,908,370 shares of Common Stock outstanding
as of December 31, 2016.
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Item 5.
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Ownership of Five Percent or Less of a Class:
Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person:
Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group:
Not Applicable.
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Item 9.
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Notice of Dissolution of Group:
Not Applicable.
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Item 10.
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Certifications:
Not Applicable.
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CUSIP No. 57630J106
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13G
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Page 4 of 4 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 10, 2016
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Date
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/s/ Tyler Knight
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Signature
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Tyler Knight
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Name
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