SEC FORM 4/A

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^*

BARER SOL J

(Last)

(First)

(Middle)

1800 CENTURY PARK EAST, 6TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RestorGenex Corp [ RESX ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/10/2014

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	06/06/2014		C		270,616	A	$2⁽¹⁾	728,950⁽⁵⁾	D
Common Stock	06/06/2014		C		78,473	A	$2⁽²⁾	807,423⁽⁵⁾	D
Common Stock	06/06/2014		C		76,755	A	$2⁽³⁾	884,178⁽⁵⁾	D
Common Stock	06/06/2014		C		126,894	A	$2⁽⁴⁾	1,011,072⁽⁵⁾	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)

Explanation of Responses:

1. Conversion of Secured Convertible Promissory Note dated August 9, 2013 in compliance with terms of such note whereby principal and interest ($541,233) were to be converted into common stock at 50% of the purchase price and warrants at 150% upon a financing by the Issuer. The Issuer's May financing sold the stock at $4.00 per share with 30% warrant coverage.

2. Conversion of Secured Convertible Promissory Note dated December 19, 2013 in compliance with terms of such note whereby principal and interest ($156,945) were to be converted into common stock at 50% of the purchase price upon a financing by the Issuer. The Issuer's May financing sold the stock at $4.00 per share.

3. Conversion of Secured Convertible Promissory Note dated February 4, 2014 in compliance with terms of such note whereby principal and interest ($153,510) were to be converted into common stock at 50% of the purchase price and warrants at 150% upon a financing by the Issuer. The Issuer's May financing sold the stock at $4.00 per share with 30% warrant coverage.

4. Conversion of Secured Convertible Promissory Note dated March 19, 2014 in compliance with terms of such note whereby principal and interest ($253,788) were to be converted into common stock at 50% of the purchase price and warrants at 150% upon a financing by the Issuer. The Issuer's May financing sold the stock at $4.00 per share with 30% warrant coverage.

5. Reflects reduction in shares owned due to 1-for-100 reverse stock split of the Issuer's common stock in March 2014.

	/s/ Sol Barer	06/18/2014
	** 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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