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^*

MARGOLIES MICHAEL

(Last)

(First)

(Middle)

1615 CONGRESS AVE.

SUITE 103

(Street)

DELRAY BEACH

33445

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PSM HOLDINGS INC [ PSMH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015

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								175,000	D
Common Stock								39,741	I	LLC⁽¹⁾
Common Stock	02/26/2015		P		10,000	A	$0.05	10,000	I	Trust

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)
Preferred Series A	$0.12							02/04/2013	⁽³⁾	Common Stock⁽²⁾	30,833,333		30,833,333⁽²⁾	I	LLC⁽⁴⁾
Preferred Series C	$0.04							04/01/2014	⁽³⁾	Common Stock	45,000,000⁽⁵⁾		22,500,000	I	LLC⁽⁶⁾
Warrants	$0.44							02/05/2013	02/05/2018	Common Stock	695,630		695,630	D
Warrants	$0.24							02/13/2014	02/13/2019	Common Stock	50,000		745,630	D
Warrants	$0.24							03/13/2014	03/13/2019	Common Stock	50,000		50,000	I	LLC⁽⁷⁾
Warrants	$0.088							04/01/2014	04/01/2019	Common Stock	1,985,990		2,731,620	D
Preferred Series E	$0.01							11/24/2014	⁽³⁾	Common Stock	61,250,000⁽⁸⁾		61,250,000	I	LLC⁽⁹⁾
Preferred Series E	$0.01							12/15/2014	⁽³⁾	Common Stock	21,000,000⁽¹⁰⁾		82,250,000	I	LLC⁽⁹⁾
Warrants	$0.011							12/15/2014	12/15/2019	Common Stock	10,000,000		12,731,620	D

Explanation of Responses:

1. Shares held by LB Consulting, LLC of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

2. The 3,700 shares of Series A Convertible Preferred Stock are convertible at a rate of .01 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series A Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.24 conversion price of the Series A Preferred Stock the conversion price was adjusted to $0.10 per share. After this adjustment to the conversion price of the Series A Preferred Stock.

3. No expiration date.

4. Preferred shares held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

5. The 1,800 shares of Series C Convertible Preferred Stock are convertible at a rate of 25,000 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.08 conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.04 per share.

6. Preferred shares held by LB Merchant PSMH-2, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

7. Warrants held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein

8. The 612.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.

9. Preferred Shares held by LB Merchant PSMH-3, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

10. The 210 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.

	/s/Michael Margolies	03/01/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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