SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shenzhen City Qianhai Xinshi Education Management Co., Ltd.

(Last)

(First)

(Middle)

ROOM 201 BLOCK A NO. 1 QIANWAN ROAD 1

QIANHAI SHENZHEN

(Street)

SHENZHEN

518000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sibling Group Holdings, Inc. [ SIBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/06/2015		X		42,857,143	A	$0.07	85,714,286	D
Common Stock	04/06/2015		X		30,000,000	A	$0.084	115,286,714	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.07	04/06/2015		X			42,857,143	03/06/2015	03/06/2020	Common Stock	42,857,143	$0	0	D
Warrants	$0.084	04/06/2015		X			30,000,000	03/06/2015	⁽¹⁾	Common Stock	30,000,000	$0	0⁽²⁾	D
Warrants	$0.084	04/06/2015		P		15,000,000		04/06/2015	04/06/2020	Common Stock	15,000,000	⁽³⁾	15,000,000	D

Explanation of Responses:

1. These warrants expire one year from the effective date of the registration statement required to be filed by the issuer with respect to the securities owned by the reporting person.

2. These warrants ("B Warrants") give the reporting person the rights to acquire (i) an additional 12,857,143 shares of the issuer's common stock and (ii) warrants to purchase up to a total of 6,428,572 remaining additional shares of common stock at any time and from time to time for a period of five years from the date of the warrants at an exercise price equal to the purchase price of the B Warrant shares calculated in accordance with the terms of the B Warrants at the time of purchase.

3. The reporting person received these warrants upon the exercise of the B Warrants as described in note 2 for $0.084 per share.

Remarks:

	/s/ Xiaoqiong (David) Dai, Director of Reporting Person	04/13/2015
	** 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.
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