Statement of Beneficial Ownership (sc 13d)
January 10 2019 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LIVE CURRENT MEDIA INC.
(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title of Class of Securities)
538031
(CUSIP Number)
DAVID M. JEFFS
c/o Live Current Media Inc.
Suite
820, 1130 West Pender Street,
Vancouver, BC, Canada V6E 4A4
Tel:
(604) 648-0500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
November 30, 2018
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d -1(e), 240.13d
-1(f) or 240.13d -1(g), check the following box [ ].
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on 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).
1.
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Name of Reporting
Person:
DAVID M. JEFFS
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I.R.S. Identification No. of above person
(entities only):
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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)
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[_]
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(b)
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[_]
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NOT APPLICABLE
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3.
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SEC Use Only:
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4.
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Source of Funds (See
Instruction):
PF
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5.
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Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
N/A
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6.
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Citizenship or Place of
Organization:
CANADIAN
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Number of Shares Beneficially by Owned by Each Reporting Person
With:
7.
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Sole Voting Power:
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9,409,903 SHARES
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8.
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Shared Voting Power:
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1,124,500
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9.
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Sole Dispositive Power:
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9,409,903 SHARES
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10.
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Shared Dispositive Power:
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1,124,500
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
10,534,903 SHARES
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12.
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Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (
See
Instructions):
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NOT APPLICABLE
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13.
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Percent of Class Represented by Amount in Row
(11):
29.4%
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14.
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Type of Reporting Person (
See
Instructions):
IN (Individual)
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Page 2 of 6
ITEM
1.
SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D
Statement relates is shares of common stock, par value $0.001 per share (the
Shares), of Live Current Media Inc.., a Nevada corporation (the Issuer). The
principal executive offices of the Issuer are located at Suite 820, 1130 West
Pender Street, Vancouver, BC, Canada, V6E 4A4.
ITEM
2.
IDENTITY AND BACKGROUND
(a)
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This Statement is being filed by David M. Jeffs (the
Reporting Person).
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(b)
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The Reporting Persons address is Stollenweg 5, 79299,
Wittnau, Germany
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(c)
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The Reporting Person is the Chief Executive Officer and
Chief Financial Officer of the Issuer. The address of the Issuer is set
forth in Item 1 of this Information Statement.
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(d)
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During the last five years, the Reporting Person has not
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(e)
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During the last five years, the Reporting Person has not
been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction where, as a result of such proceeding, there was
or is a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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(f)
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The Reporting Person is a citizen of
Canada.
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ITEM
3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The filing of this Information Statement is being filed as a
result of the grant by the Issuer to the Reporting Person of options to purchase
up to 1,000,000 shares of the Issuers common stock at an exercise price of
$0.10 per share (the Options) pursuant to the Issuers 2018 Stock Option Plan.
The Options are immediately exercisable and expire two years after the date of
grant. The Options were issued to the Reporting Person for no consideration.
The remaining 9,534,403 shares in the common stock of the
Issuer beneficially owned by the Reporting Person were acquired by the Reporting
Person prior to the registration of the Issuers common stock under Section
12(g) of the United States Securities Exchange Act of 1934, as amended.
ITEM
4.
PURPOSE OF TRANSACTION
The Issuer issued the Options to the Reporting Person under the
Issuers 2018 Stock Option Plan as part of the Reporting Persons compensation
for acting as the Issuers Chief Executive Officer and Chief Financial
Officer.
Other than upon exercise of the Options, as of the date hereof,
the Reporting Person does not have any plans or proposals which relate to or
would result in:
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(a)
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the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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Page 3 of 6
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(d)
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any change in the present board of directors or
management of the Issuer including any plans or proposals to change the
number of term of directors or to fill any existing vacancies on the
board;
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(e)
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any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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any other material change in the Issuers business or
corporate structure;
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(g)
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changes in the Issuers Articles of Incorporation or
other actions which may impede the acquisition of control of the Issuer by
any person;
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(h)
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causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
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(j)
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any action similar to any of those enumerated
above.
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ITEM
5.
INTEREST IN SECURITIES OF THE ISSUER.
(a)
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Aggregate Beneficial Ownership:
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As of January 9, 2019, the Reporting Person beneficially
owned the following securities of the Issuer:
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Name
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Title of Security
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Amount
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Percentage of Shares of
Common
Stock
(1)
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David M. Jeffs
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Common Stock
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9,409,903 Shares
(2)
(direct)
1,124,500
(3)
(indirect)
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29.4%
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Under Rule 13d-3, a beneficial owner of
a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or shares:
(i) voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or direct
the disposition of shares. Certain shares may be deemed to be beneficially owned
by more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in this table does not necessarily reflect the persons
actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on the date of this Statement.
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(1)
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Applicable percentage of ownership is based on 34,837,625
shares of common stock outstanding as of January 9, 2019 plus any
securities held by such security holder exercisable for or convertible
into common shares within sixty (60) days after the date of this Report,
in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of
1934, as amended.
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Page 4 of 6
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(2)
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Includes 1,000,000 shares acquirable on exercise of share
purchase options (the Options) granted under the Issuers 2018 Stock
Option Plan and exercisable for a period of 2 years from the date of grant
at a price of $0.10 per share.
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(3)
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Shares registered in the name of immediate family members
for the benefit of the Reporting Person.
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(b)
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POWER TO VOTE AND DISPOSE OF THE ISSUER
SHARES:
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Sole Power
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The Reporting Person has the sole power to vote or to
direct the voting and disposition of the shares of the Issuers common
stock directly held by him.
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Shared Power
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The shares of the Issuers common stock held indirectly
by the Reporting Person are registered in the name of immediate family
members for the Reporting Persons benefit. As such, the Reporting Person
may be deemed to share the power to vote and dispose of the shares of the
Issuers common stock with the family members in whose name such shares
are registered.
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(c)
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Transactions Effected During the Past 60
Days:
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Except for those transactions described below, the
Reporting Person has not effected any transactions in the Issuers
securities during the 60 days prior to the date
hereof:
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Date of Transaction
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Transaction
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November 30, 2018
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Grant of Options under Issuers 2018 Stock
Option Plan
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(d)
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Right of Others to Receive Dividends or Proceeds of
Sale:
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The shares of the Issuers common stock held indirectly
by the Reporting Person are registered in the name of immediate family
members for the Reporting Persons benefit. The family members in whose
name such shares are registered may be deemed to have the power to direct
the receipt of dividends or the proceeds of sale of such
securities.
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(e)
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Date Ceased to be the Beneficial Owner of More Than
Five Percent:
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Not Applicable.
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ITEM
6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO
SECURITIES
OF
THE ISSUER.
None.
ITEM
7.
MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 5 of 6
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.
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January 9, 2019
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/s/
David M. Jeffs
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DAVID M. JEFFS
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Page 6 of 6
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