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^*

Linderman John

(Last)

(First)

(Middle)

10 SAUGATUCK AVE.

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRISTAR WELLNESS SOLUTIONS, INC. [ TWSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2013

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	02/05/2013		P		3,125,000	A	⁽¹⁾	3,125,000	I	NorthStar Consumer Products, LLC⁽¹⁾
Common Stock	07/11/2013		C		1,250,000	D	⁽²⁾	1,875,000	I	NorthStar Consumer Products, LLC⁽²⁾

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)
Series D Convertible Preferred Stock	⁽³⁾	02/05/2013		C			125,000	⁽⁴⁾	⁽⁴⁾	Common Stock	3,125,000	⁽¹⁾	0	I	NorthStar Consumer Products, LLC
Series D Convertible Preferred Stock	⁽³⁾	02/12/2013		P		375,000⁽⁶⁾		02/12/2013	⁽⁵⁾	Common Stock	9,375,000	⁽⁶⁾	375,000	I	NorthStar Consumer Products, LLC
Series D Convertible Preferred Stock	⁽³⁾	07/11/2013		C		50,000		07/11/2013	⁽⁵⁾	Common Stock	2,500,000	⁽²⁾	425,000	I	NorthStar Consumer Products, LLC

Explanation of Responses:

1. On February 5, 2013, Northstar Consumer Products, LLC ("NCP"), submitted a Notice of Conversion to the Issuer for the conversion of 250,000 shares of the Issuer's Series D Preferred Stock into 6,250,000 shares of the Issuer's common stock. The Reporting Person is a 50% of NCP, and, as such, is deemed to have acquired 3,125,000 shares of the Issuer's common stock. The Series D Preferred Stock did not have a conversion price so the shares of common stock acquired did not have a purchase price.

2. On July 11, 2013, NCP and the Issuer entered into a Stock Exchange Agreement under which NCP exchanged 2,500,000 shares of the Issuer's common stock for 100,000 shares of the Issuer's Series D Preferred Stock. Since the Reporting Person is a 50% owner of NCP the Reporting Person is deemed to have exchanged 1,250,000 shares of the Issuer's common stock for 50,000 shares of Series D Preferred Stock.

3. The Series D Preferred Stock does not have an exercise price.

4. Not applicable.

5. The Series D Preferred Stock does not have an expiration date.

6. On February 12, 2013, the Issuer closed an Asset Purchase Agreement with NCP under which the Issuer acquired the Beaute de Maman product line from NCP in exchange for 750,000 shares of the Issuer's Series D Preferred Stock. The Reporting Person is a 50% owner of NCP and is, therefore, deemed to own 375,000 shares of the Series D Preferred Stock held by NCP.

	/s/ John Linderman	08/28/2013
	** 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).
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