SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SALTZ MITCHELL A

(Last)

(First)

(Middle)

1375 NORTH SCOTTSDALE ROAD, SUITE 140

(Street)

SCOTTSDALE

85257

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2012

3. Issuer Name and Ticker or Trading Symbol
YouChange Holdings Corp [ YCNG ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,603,469	I	By Southwest Green Investments, L.L.C.⁽¹⁾
Common Stock	138,112	I	By Stockbridge Enterprises, L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Common Stock	⁽³⁾	03/22/2017	Common Stock	1,381,115	⁽⁴⁾	I	By Stockbridge Enterprises, L.P.⁽²⁾
Warrant to Purchase Common Stock	⁽⁵⁾	03/22/2017	Common Stock	345,278	⁽⁴⁾	I	By Stockbridge Enterprises, L.P.⁽²⁾
Warrant to Purchase Common Stock	⁽⁶⁾	03/22/2017	Common Stock	345,278	⁽⁴⁾	I	By Stockbridge Enterprises, L.P.⁽²⁾
Warrant to Purchase Common Stock	⁽⁷⁾	03/22/2017	Common Stock	690,577	⁽⁴⁾	I	By Stockbridge Enterprises, L.P.⁽²⁾
Warrant to Purchase Common Stock	⁽³⁾	10/10/2017	Common Stock	5,524,461	⁽⁴⁾	I	By Stockbridge Enterprises, L.P.⁽²⁾
9% Senior Secured Convertible Note	⁽⁸⁾	03/22/2013	Common Stock	⁽⁹⁾	⁽¹⁰⁾	I	By Stockbridge Enterprises, L.P.⁽²⁾

Explanation of Responses:

1. The shares are held by Southwest Green Investments, L.L.C., of which the reporting person and his spouse beneficially own 100% of the membership interests through various entities and trusts.

2. The securities are held by Stockbridge Enterprises, L.P., of which the reporting person and his spouse beneficially own 100% of the general partner and the limited partner through various entities and trusts.

3. The warrant is exercisable immediately.

4. The exercise price per share of the warrant is the lower of (a) $0.37 or (b) the average "closing bid price" during the ten trading days immediately preceding the exercise date.

5. The warrant is exercisable at the conclusion of 30 months after the issuance date of the warrant (March 22, 2012), but only in the event that all outstanding principal and accrued interest on the senior secured convertible note issued by the Registrant to the Reporting Person is not paid in full at such date.

6. The warrant is exercisable at the conclusion of 33 months after the issuance date of the warrant (March 22, 2012), but only in the event that all outstanding principal and accrued interest on the senior secured convertible note issued by the Registrant to the Reporting Person is not paid in full at such date.

7. The warrant is exercisable at the conclusion of 36 months after the issuance date of the warrant (March 22, 2012), but only in the event that all outstanding principal and accrued interest on the senior secured convertible note issued by the Registrant to the Reporting Person is not paid in full at such date.

8. The warrant is exercisable at any time that any amount of principal and accrued interest is outstanding prior to the maturity date and for a period of five years thereafter.

9. The number of shares of the Issuer's common stock to be issued upon exercise of the senior secured convertible promissory note will be equal to the quotient obtained by dividing (a) the portion of the principal and accrued interest outstanding at the maturity date to be converted, by (b) the lower of (x) $0.37 if prior to the maturity date or $0.19 if after the maturity date or (y) the average "closing bid price" during the ten trading days immediately preceding the conversion date.

10. The conversion price per share of the senior secured convertible note is the lower of (a) $0.37 if prior to the maturity date or $0.19 if after the maturity date or (b) the average "closing bid price" during the ten trading days immediately preceding the conversion date.

Remarks:

	Karl Zeidler, attorney-in-fact	10/26/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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