Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 5:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Kush Bottles, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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501334 106
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(CUSIP Number)
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December 31, 2017
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
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
).
SCHEDULE 13G
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1
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Names of Reporting Persons
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Jason Manasse
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a)
¨
(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
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
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5
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Sole Voting Power
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3,700,000
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6
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Shared Voting Power
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7
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Sole Dispositive Power
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3,700,000
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8
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Shared Dispositive Power
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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3,700,000
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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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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5.8% (1)
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12
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Type of Reporting Person (See Instructions)
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IN
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(1)
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Based on 63,450,325 shares of common stock issued and outstanding as of February 13, 2018, as reported in the Issuer’s
Amendment No. 2 to Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 14, 2018.
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Item 1.
(a) Name
of Issuer:
Kush Bottles, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
1800 Newport Circle, Santa Ana, CA 92705
Item 2.
(a) Name
of Person Filing:
Jason Manasse
(b) Address
of Principal Business Office or, if None, Residence:
1800 Newport Circle, Santa Ana, CA 92705
(c) Citizenship:
United States
(d) Title
and Class of Securities:
Common Stock, $0.001 par value per share
(e) CUSIP
No.:
501334 106
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[_]
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Broker or
dealer registered under Section 15 of the Act;
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(b)
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[_]
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Bank as defined in Section
3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as
defined in Section 3(a)(19) of the Act;
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(d)
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[_]
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Investment company registered under Section 8 of the Investment
Company Act of 1940;
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(e)
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[_]
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An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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[_]
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A non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance
with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: ____
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(a)
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Amount Beneficially Owned:
The Reporting Person beneficially owns 3,700,000 shares of Common Stock.
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(b)
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Percent of Class:
The Reporting Person beneficially owns approximately 5.8% of the issued and outstanding Common
Stock, based on 63,450,325 shares of common stock issued and outstanding as of February 13, 2018, as reported in the Issuer’s
Amendment No. 2 to Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 14, 2018.
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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:
The Reporting Person has the sole power to vote or to direct the vote of 3,700,000
shares of Common Stock.
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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:
The Reporting person has the sole power to
dispose or to direct the disposition of 3,700,000 shares of Common Stock.
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(iv)
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Shared power to dispose or to direct the disposition
of:
0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following [ ].
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
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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.
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Not applicable.
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Item 8.
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Identification and classification of members of the
group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Dated: February 14, 2018
/s/ Jason Manasse
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of
fact constitute Federal criminal violations (See 18 U.S.C. 1001).