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^*

Martin William K Jr

(Last)

(First)

(Middle)

5095 WEST 2100 SOUTH

(Street)

WEST VALLEY CITY

84120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTIVECARE, INC. [ ACAR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2012

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	04/01/2013		A		272⁽¹⁾	A	⁽²⁾	9,572⁽¹⁾	D
Common Stock	05/16/2013		A		2,600⁽¹⁾	A	⁽²⁾	12,172⁽¹⁾	D
Common Stock	09/30/2013		A		335⁽¹⁾	A	⁽²⁾	12,507⁽¹⁾	D
Common Stock	09/30/2013		A		40,000⁽¹⁾	A	$0.75⁽³⁾	52,507⁽¹⁾	D
Common Stock	12/16/2013		A		85,680⁽¹⁾	A	$0.71⁽⁴⁾	138,187⁽¹⁾	D
Common Stock	12/31/2013		A		191⁽¹⁾	A	⁽²⁾	138,378⁽¹⁾	D
Common Stock	04/01/2013		A		8,369⁽¹⁾	A	⁽²⁾	67,838⁽¹⁾	I	By Zenith Holding Ltd.
Common Stock	07/15/2013		P		125,000⁽¹⁾	A	$1	192,838⁽¹⁾	I	By Zenith Holding Ltd.
Common Stock	09/30/2013		A		3,212⁽¹⁾	A	⁽²⁾	196,050⁽¹⁾	I	By Zenith Holding Ltd.
Common Stock	12/16/2013		A		385,000⁽¹⁾	A	$0.71⁽⁴⁾	581,050⁽¹⁾	I	By Zenith Holding Ltd.
Common Stock	12/31/2013		A		1,838⁽¹⁾	A	⁽²⁾	582,888⁽¹⁾	I	By Zenith Holding Ltd.

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	⁽⁴⁾⁽⁵⁾	12/16/2013		D⁽⁴⁾			12,240	⁽⁵⁾	⁽⁵⁾	Common Stock	85,680⁽⁵⁾	⁽⁴⁾⁽⁵⁾	0	D
Series D Convertible Preferred Stock	⁽⁶⁾	06/22/2012		A		55,000		⁽⁶⁾	⁽⁶⁾	Common Stock	275,000⁽¹⁾	⁽⁶⁾	55,000	I	By Zenith Holding Ltd.
Series D Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	12/16/2013		D⁽⁴⁾			55,000	⁽⁵⁾	⁽⁵⁾	Common Stock	385,000⁽⁵⁾	⁽⁴⁾⁽⁵⁾	0	I	By Zenith Holding Ltd.

Explanation of Responses:

1. On May 16, 2013, issuer effected a reverse stock split of its outstanding common stock at an exchange ratio of 1-for-10. The stated number of shares of common stock have been adjusted to reflect such reverse stock split.

2. The shares of common stock were granted to pay dividends on Series D Preferred Stock.

3. The shares of common stock were granted to pay accrued director fees.

4. The Reporting Person received 85,680 shares of common stock in exchange for 12,240 shares of Series D Preferred Stock in an issuer exchange offer.

5. Originally, the Series D Preferred shares were convertible at any time, at the Reporting Person's election, on a fifty-for-one basis and had no expiration date. As a result of the reverse stock split effected by issuer on May 16, 2013, the conversion ratio was adjusted to five-for-one; however, under the terms of the issuer exchange offer, the Reporting Person was entitled to exchange each share of Series D Preferred Stock for seven shares of common stock.

6. The Series D Preferred shares were issued to the Reporting Person upon conversion of an outstanding debt obligation of issuer to the Reporting Person. The shares were convertible at any time, at the Reporting Person's election, on a fifty-for-one basis and had no expiration date.

	/s/ William K. Martin, Jr.	12/02/2014
	** 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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