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*
Smith Vincent C

(Last) (First) (Middle)
2560 E. CHAPMAN AVENUE #173

(Street)
ORANGE CA 92869

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
True Drinks Holdings, Inc. [ TRUU ]
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)
07/30/2015
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)
Code V Amount (A) or (D) Price
Common Stock(1) 07/30/2015 C 44,666,667(2) A (1) 44,666,667 I Vincent C. Smith, Jr. Annuity Trust 2015-1(3)
Common Stock 1,459,329 I LB 2, LLC(4)
Common Stock 1,021,455 D(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock(1) (1) 07/30/2015 C 67,000 (6) (6) Common Stock 44,666,667 $0.00 0 I Vincent C. Smith, Jr. Annuity Trust 2015-1(3)
Explanation of Responses:
1. On February 20, 2015, the Issuer entered into a Securities Purchase Agreement with LB 2, LLC, a California limited liability company ("LB 2), as amended by Amendment No. 1 to Securities Purchase Agreement, dated as of March 26, 2015 (as amended, the "Purchase Agreement"), pursuant to which LB 2 purchased (i) an aggregate of 67,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") and warrants (the "Warrants") to purchase an aggregate of 15,633,333 shares of the Issuer's Common Stock (the "Common Stock"). Each share of Series C Preferred had a stated value of $100 per share, and was convertible into that number of shares of Common Stock equal to the stated value, divided by $0.15 per share. As a result, the 67,000 shares of Series C Preferred were convertible into 44,666,667 shares of the Common Stock (the "Conversion Shares").
2. The amount reported in this column reflects the Conversion Shares received by the Reporting Person as a result of the conversion of the 67,000 shares of Series C Preferred into 44,666,667 shares of the Common Stock.
3. The reported securities are held by the Vincent C. Smith, Jr. Annuity Trust 2015-1 (the "GRAT"). The Reporting Person is the sole trustee of the GRAT and has retained investment control over the securities contributed to the GRAT. Prior to the conversion of the Series C Preferred, the Reporting Person transferred all of the shares of Series C Preferred and all of the Warrants held by LB 2 to the GRAT. As a result of the transfer and conversion of the Series C Preferred, the GRAT holds all of the Conversion Shares. In addition, the GRAT holds all of the Warrants, which are immediately exercisable.
4. The reported shares are held by LB 2. The Reporting Person is the Manager of LB 2 and has sole power to vote and dispose of the Common Stock held by LB 2.
5. The reported shares are held in an Investment Retirement Account of which the Reporting Person is the sole owner. These shares are in addition to the shares reported as being beneficially owned by the Reporting Person in the prior rows.
6. The Series C Preferred Stock was exercisable immediately upon issuance and had no expiration date.
Remarks:
/s/ Vincent C. Smith 08/18/2015
** 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).
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