Statement of Changes in Beneficial Ownership (4)
October 05 2022 - 6:06PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Klatsky Brian Lance |
2. Issuer Name and Ticker or Trading Symbol
Descrypto Holdings, Inc.
[
DSRO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, OpenLocker Inc. |
(Last)
(First)
(Middle)
C/O 625 N. FLAGLER DRIVE, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2022 |
(Street)
WEST PALM BEACH, FL 33401
(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, par value $0.0001 | 5/31/2022 | | J(1) | | 3927113 | A | $0.00 (1) | 3927113 | 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 |
Series A Preferred Stock (2) | $0 | 10/5/2022 | | A (3) | | 3000 | | 5/10/2022 | (2) | Common Stock, par value $0.0001 | 3000000 (2) | $0.67 (3) | 3000 (3) | D | |
Explanation of Responses: |
(1) | Pursuant to the terms of the Share Exchange Agreement by and among the issuer, OpenLocker Inc. ("OpenLocker"), the stockholders of OpenLocker, and Mr. Klatsky, the issuer issued 3,927,113 shares of the issuer's common stock to Mr. Klatsky. |
(2) | Each share of Series A preferred stock is convertible into 1,000 shares of the issuer's common stock at any time at the election of the holder. |
(3) | On October 5, 2022, the issuer entered into a Subscription Agreement by and between the issuer and Mr. Klatsky pursuant to which Mr. Klatsky purchased 3,000 shares of Series A preferred stock for an aggregate purchase price of $2,000. |
Remarks: Brian Klatsky is President of OpenLocker Inc., an operating company and wholly owned subsidiary of the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Klatsky Brian Lance C/O 625 N. FLAGLER DRIVE SUITE 600 WEST PALM BEACH, FL 33401 | X | X | President, OpenLocker Inc. |
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Signatures
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/s/ Brian Klatsky | | 10/5/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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