WRTC Wrap Technologies Inc

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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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 * Cohen Scot	2. Issuer Name and Ticker or Trading Symbol WRAP TECHNOLOGIES, INC. [ WRTC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EXECUTIVE CHAIRMAN
(Last)          (First)          (Middle) C/O WRAP TECHNOLOGIES, INC., 1817 W 4TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/10/2020
(Street) TEMPE, AZ 85281 (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	2/10/2020		J		400838	D	(1)	0	I	By Petro River Oil Corp.
Common Stock								5303688	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

Explanation of Responses:

(1)

Petro River Oil Corp. ("Petro River") transferred its shares of common stock of the Issuer ("Shares") to a wholly owned subsidiary on February 10, 2020 in a transaction not involving a sale and for which no consideration was paid. The transfer was approved by a majority of disinterested directors of Petro River, consisting of three independent directors of the Board of Petro River. The reporting person is Executive Chairman of Petro River and is not a manager, officer or director of the subsidiary. The reporting person disclaims beneficial ownership of the Shares and that he has any pecuniary or other direct or indirect interest in the Shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities or has any pecuniary or other direct or indirect interest in the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cohen Scot C/O WRAP TECHNOLOGIES, INC. 1817 W 4TH STREET TEMPE, AZ 85281	X	X	EXECUTIVE CHAIRMAN

Signatures
/s/ Scot Cohen		2/12/2020
**Signature of Reporting Person		Date