Initial Statement of Beneficial Ownership (3)
November 06 2017 - 4:52PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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1. Name and Address of Reporting Person
*
Willsey Gregory Thomas
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/24/2017
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3. Issuer Name
and
Ticker or Trading Symbol
KonaRed Corp [KRED]
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(Last)
(First)
(Middle)
101 CALIFORNIA AVE SUITE 401
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SANTA MONICA, CA 90403
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
(1)
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(2)
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(2)
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Common Stock
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56518511
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$0.0283
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I
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By Kona Holdings I LLC
(3)
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Series A Preferred Stock
(1)
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(2)
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(2)
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Common Stock
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21194442
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$0.0283
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I
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By Kona Holdings II LLC
(4)
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Warrant (Right to Buy)
(5)
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10/24/2017
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10/24/2027
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Common Stock
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18368516
(5)
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(5)
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I
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By Kona Holdings I LLC
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Explanation of Responses:
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(1)
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Each share of Series A Preferred Stock is convertible into 50,000 shares of Common Stock (subject to adjustment under broad-based antidilution protection provisions).
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(2)
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These securities are convertible at any time and have no expiration date.
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(3)
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These securities are owned directly by Kona Holdings I LLC. Mr. Willsey is the manager of Kona Holdings I LLC.
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(4)
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These securities are owned directly by Kona Holdings II LLC. Kona Holdings I LLC has certain contractual rights to control these securities.
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(5)
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Warrant aggregate exercise price is $250,000 in exchange for a number of shares of the Common Stock equal to 5% of the then outstanding shares of Common Stock, on a fully-diluted basis, determined as of the exercise date. As of October 24, 2017, this would be 18,368,516 shares of Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Willsey Gregory Thomas
101 CALIFORNIA AVE SUITE 401
SANTA MONICA, CA 90403
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X
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X
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Kona Holdings I LLC
101 CALIFORNIA AVE SUITE 401
SANTA MONICA, CA 90403
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X
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Signatures
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Gregory Thomas Willsey
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11/6/2017
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**
Signature of Reporting Person
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Date
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Gregory Thomas Willsey, Manager
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11/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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