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*
Roberts Shaun

(Last) (First) (Middle)
2829 ALA KALANIKAUMAKA STREET
SUITE F-133

(Street)
KOLOA HI 96756

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KonaRed Corp [ OB: KRED ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President&CEO,Dir,Board Chair
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2014
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 shares 07/24/2014 S V 20,000 D $0.49 106,999(1) D
Common shares 07/25/2014 S V 20,000 D $0.5 86,999(1) D
Restricted Control Common Shares 10/04/2013 J(2)(3) 7,815,386(3) A $0.001(4) 7,815,386(3) D
Restricted Common Shares 10/04/2013 J(2)(3) 34,934,614(2) A $0(5) 34,934,614(2) I In trust for SITC shareholders
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
Explanation of Responses:
1. 250,499 common shares were awarded to Shaun Roberts under a Form S-8 Registration Statement filed May 27, 2014 (the "Award Shares"). KRED separately registered the Award Shares under the 33 Act, by filing on May 29, 2014 a Post-Effective amendment to the Form S-8 Registration Statement which contained a re-offer prospectus in reference to the Award Shares.
2. As reported in his Form 3 filing, Shaun Roberts was a founder, director, officer, and a majority shareholder of Sandwich Isles Trading Co., Inc. ('SITC'), which was purchased by KonaRed Corporation ("KRED") on October 4, 2013 under an Asset Purchase Agreement. As part of the Asset Purchase Agreement, Mr. Roberts and another SITC director were designated as trustees of 42,750,000 KRED restricted common shares to be distributed to SITC shareholders as the purchase price for SITC's assets.
3. On May 23, 2014, SITC was dissolved as a corporation and processing of distribution of the KRED shares in trust began. Mr. Roberts own shareholdings of KRED restricted common shares is 7,815,386, based on an exchange ratio of 1.6757 KRED shares for each 1 SITC share previously held. Because processing of the share distribution is still underway, the balance of 34,934,614 shares which are still under Mr. Roberts' indirect ownership as a trustee were also reported in Mr. Roberts' Form 3 filing and herein.
4. This is the price at which Mr. Roberts purchased these shares as a founder.
5. Mr. Roberts is a trustee of these shares and was not the purchaser. Since Mr. Roberts is not the owner of these shares, no price is reported.
/s/ Shaun Roberts 07/25/2014
** 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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