Statement of Changes in Beneficial Ownership (4)
December 15 2021 - 04:03PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Meeks Danny |
2. Issuer Name and Ticker or Trading
Symbol Greenwave Technology Solutions, Inc. [ MSRT
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O MASSROOTS, INC., 1560 BROADWAY, STE 17-105 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/30/2021
|
(Street)
DENVER, CO 80202
(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 |
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 |
Convertible Note (1) |
$0.05 |
11/30/2021 |
|
J (2) |
|
$4762838.32 |
|
11/30/2021 |
(3) |
Common Stock |
95256766 (1)(4) |
(2) |
95256766 (1)(4) |
D |
|
Common Stock Purchase
Warrant |
$0.065 |
11/30/2021 |
|
J (2) |
|
95256766 (5) |
|
11/30/2021 |
11/30/2026 |
Common Stock |
95256766 (5) |
(2) |
95256766 (5) |
D |
|
Explanation of
Responses: |
(1) |
The Convertible Note bears
interest at the rate of 10% per annum. At the election of the
Reporting Person, all principal and accrued but unpaid interest
under the Convertible Note may be converted into the Issuer's
common stock. For each $0.05 converted, the Reporting Person will
receive one share of common stock. However, the Reporting Person
shall not have the right to any shares of common stock otherwise
issuable upon the conversion of the Convertible Note if after
giving effect to such issuance, the Reporting Person would
beneficially own in excess of 4.99% of the Issuer's outstanding
shares of common stock. |
(2) |
The Convertible Note and
Warrant were issued to the Reporting Person in exchange for the
rollover by the Reporting Person of certain indebtedness of the
Issuer held by the Reporting Person. |
(3) |
The Convertible Note is
currently exercisable and will mature on May 30, 2022. The
Convertible Note is convertible from time to time at the option of
the Reporting Person and automatically converts into shares of the
Issuer's common stock upon the listing of the Issuer's common stock
on a national securities exchange and subsequent firm commitment
underwritten public offering for gross proceeds of not less than
$5,000,000. |
(4) |
Excludes shares of common
stock issuable upon conversion of accrued interest. |
(5) |
The Reporting Person shall
not have the right to exercise any portion of the Warrant to the
extent that after giving effect to such exercise and the issuance
of common stock pursuant thereto, the Reporting Person would
beneficially own in excess of 4.99% of the Issuer's outstanding
shares of common stock, which may be increased to 9.99% at the
Reporting Person's option. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Meeks Danny
C/O MASSROOTS, INC.
1560 BROADWAY, STE 17-105
DENVER, CO 80202 |
X |
X |
Chief Executive Officer |
|
Signatures
|
/s/ Danny Meeks |
|
12/15/2021 |
**Signature of
Reporting Person |
Date |
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