Statement of Changes in Beneficial Ownership (4)
July 21 2020 - 5:19PM
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).
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
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1. Name and Address of Reporting Person
*
Diamond Lawrence M. |
2. Issuer Name and Ticker or Trading Symbol
Mitesco, Inc.
[
MITI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
7535 EAST HAMPDEN AVENUE, STE. 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2019 |
(Street)
DENVER, CO 80231
(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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Common Stock | 9/30/2019 | | P | | 570000 | A | $0.0272 | 570000 | D | |
Common Stock | 10/1/2019 | | A | | 1000000 | A | (1) | 1570000 | D | |
Common Stock | 10/4/2019 | | A | | 1000000 | A | (2) | 2570000 | D | |
Common Stock | 10/25/2019 | | P | | 100000 | A | $0.026 | 2670000 | D | |
Common Stock | 10/31/2019 | | P | | 100000 | A | $0.019 | 2770000 | D | |
Common Stock | 11/8/2019 | | P | | 74588 | A | $0.025 | 2844588 | D | |
Common Stock | 11/11/2019 | | P | | 125412 | A | $0.021 | 2970000 | D | |
Common Stock | 11/25/2019 | | P | | 30000 | A | $0.039 | 3000000 | D | |
Common Stock | 1/23/2020 | | P | | 100000 | A | $0.0299 | 3100000 | D | |
Common Stock | 2/26/2020 | | P | | 171324 | A | $0.0400 | 3271324 | D | |
Common Stock | 7/21/2020 | | P | | 100000 | A | $0.0700 | 3371324 | D | |
Preferred X Stock, $25.00, 10% | 12/31/2019 | | P | | 2000 | A | $25.00 | 2000 | D | |
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) | 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 |
Director, Employee, & Consultant Stock Option | $0.05 | 2/27/2020 | | A | | 1500000 | | 2/27/2021 | 2/27/2030 | True Nature Common | 1500000 | $0.00 | 1500000 | D | |
Explanation of Responses: |
(1) | The 1,000,000 shares described herein are shares of restricted common stock issued in conjunction with a compensation agreement for members of the Company's Board of Directors and are subject to reverse vesting such that a) 250,000 shares are fully vested 90 days after joining the Board; b) 250,000 shares are fully vested 180 days after joining the Board, c) 250,000 shares are fully vested after 270 days after joining the Board, and d) 250,000 shares are fully vested after the filing and acceptance by the SEC of the Form 10K for the period ending 12/31/19. |
(2) | The 1,000,000 described herein are restricted common stock issued in conjunction with a compensation agreement for senior executives of the company and are subject to reverse vesting such that a) 25% of restricted stock shares once the Employee has been with the Employer for 90 days from the effective date of this agreement; b) 25% of restricted stock shares once the Employer completes a capital raise of at least $2,000,000; c) 25% of restricted stock shares once the Employee has been with the Company for 365 days from the effective date of this agreement; d) 25% restricted stock shares once the Employer files a 10K that reports $20,000,000 in Gross Revenue. |
Remarks: On 12/31/19 the Company issued a new Series X Preferred stock in exchange for the cancellation of certain amounts owed. As a result of the issuance of 2,000 shares, there was a cancellation of $50,000 of debt obligations. The Series X preferred stock has voting rights equal to 20,000 votes of common stock per share. Therefore, this holder now has 40,000,000 votes as a result of the Series X issuance, and 3,271,324 shares for all common stock held as of this date, or a total of 7.1% of all available votes. A Form 8K was filed by the Company on 12/30/2019 date which more fully describes the Series X Preferred Stock, which can be found here: https://www.sec.gov/Archives/edgar/data/802257/000118518520000019/truenat20191230b_8k.htm |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Diamond Lawrence M. 7535 EAST HAMPDEN AVENUE STE. 400 DENVER, CO 80231 | X |
| Chief Executive Officer |
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Signatures
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/s/ Lawrence M. Diamond | | 7/21/2020 |
**Signature of Reporting Person | Date |
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