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
                                                                                  
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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 *

DUBERSTEIN DONALD
2. Issuer Name and Ticker or Trading Symbol

MOBETIZE, CORP. [ MPAY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

49 BRISTOL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/13/2018
(Street)

BOYNTON, FL 33436
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   8/29/2018     M    2399167   A   (2) 2399167   D    
Common Stock   8/29/2018     M    20000   A   (2) 2419167   (1) I   Corp.  

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 B Preferred     (2) 8/29/2018     M         2399167    5/22/2018     (3) Common Stock   2399167     (2) 20000   D    
Series B Preferred     (2) 8/29/2018     M         20000    5/22/2018     (3) Common Stock   2419167   (1)   (2) 0   D    

Explanation of Responses:
(1)  Donald Duberstein, a director of the registrant, converted 2,419,167 shares of Series B Preferred into 2,419,167 shares of Common Stock. Mr. Duberstein holds 2,399,167 shares of the registranta(euro)(TM)s Common Stock personally, and 20,000 shares of Common Stock through The Duberstein Organization, a related party.
(2)  The conversion of Series B Preferred shares to Common Stock does not require a conversion price or exercise price, rather shares of Series B Preferred were exchanged for shares of Common Stock.
(3)  Series B Preferred shares have no expiration date and are cancelled on conversion to Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DUBERSTEIN DONALD
49 BRISTOL DRIVE
BOYNTON, FL 33436
X



Signatures
/s/ Donald Duberstein 9/12/2018
** 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).
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