Statement of Changes in Beneficial Ownership (4)
June 02 2022 - 3:44PM
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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OMB APPROVAL
OMB Number:
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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GIORDANO SEBASTIAN |
2. Issuer Name and Ticker or Trading Symbol
Transportation & Logistics Systems, Inc.
[
TLSS
]
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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) President & CEO |
(Last)
(First)
(Middle)
149 SCHWEITZER LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/11/2022 |
(Street)
BARDONIA, NY 10954
(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 (1) | 3/11/2022 | | A | | 122126433 | A | $0.011 | 122126433 | 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 |
Warrant (2) | $0.06 | 2/21/2020 | | A | | 1 | | 6/16/2020 | 6/16/2025 | Common Stock | 25000000 | $0 | 25000000 | I | See Footnote (2) |
Explanation of Responses: |
(1) | On 3/11/22, pursuant to an employment agreement dated 1/4/22, the Company granted the Reporting Person 122,126,433 shares of Company common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company's common stock on the measurement date. These shares vest in four (4) equal annual installments with the first installment of 30,531,608 shares vesting on 1/3/22, and 30,531,608 additional shares vesting on January 3rd of each subsequent year through 1/3/25. |
(2) | In 2020, the Company retained the services of a consultant, Ascentaur, LLC ("Ascentaur"), pursuant to a Consulting Agreement between the Company and Ascentaur dated 2/21/20, as amended (the "Consulting Agreement"). Under the Consulting Agreement, the Reporting Person, who is the CEO and principal of Ascentaur, provided management services to the Company. Pursuant to the Consulting Agreement, in 2020, Ascentaur received a warrant to purchase up to 25,000,000 shares of common stock of the Company exercisable at $0.06 per share, in whole or in part, at any time between 6/16/2020 and 6/16/2025. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GIORDANO SEBASTIAN 149 SCHWEITZER LANE BARDONIA, NY 10954 | X |
| President & CEO |
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Signatures
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/s/ SEBASTIAN GIORDANO | | 6/2/2022 |
**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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