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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KonaRed Corp [ OB:KRED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Restricted Common Shares | 10/04/2013 | J(1)(2) | 35,695,638(1) | A | $0(6) | 35,695,638(1) | I | In trust for SITC shareholders | ||
Restricted Control Common Shares | 10/04/2013 | J(1)(2) | 7,054,362(2) | A | $0.001(5) | 7,054,362(2) | D | |||
Common shares | 07/24/2014 | S | 20,000 | D | $0.4828 | 63,167(3) | D | |||
Common shares | 07/25/2014 | S | 16,000 | D | $0.4894 | 47,167(3) | D | |||
Common shares | 07/28/2014 | S | 10,000 | D | $0.4706 | 37,167(3) | D | |||
Common shares | 07/29/2014 | S | 10,000 | D | $0.4505 | 27,167(3) | D | |||
Common shares | 07/30/2014 | S | 9,750 | D | $0.4015 | 17,417(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Call options to purchase restricted common shares | $0.45(4) | 10/04/2013 | A | 1,000,000 | 10/04/2013(4) | 10/04/2018 | Restricted common shares | 1,000,000 | $0(4) | 0(4) | I(4) | Holding company |
Explanation of Responses: |
1. As reported in KonaRed Corporation's ("KRED") filings to the SEC, Steven Schorr was a D&O and 10% shareholder of Sandwich Isles Trading Co., Inc. ('SITC') which was purchased by KRED on October 4, 2013 under an Asset Purchase Agreement. Mr. Schorr and another director were designated as trustees of 42,750,000 KRED shares to be distributed to SITC shareholders as the purchase price for SITC's assets. |
2. On May 23, 2014, SITC was dissolved and distribution of KRED shares in trust began. Mr. Schorr's own shareholdings of KRED restricted common shares is 7,054,362, 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 35,695,638 shares which are still under Mr. Schorrs' indirect ownership as a trustee are also reported herein. |
3. 83,167 common shares were awarded to Steven Schorr 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, |
4. These options have been granted to Mr. Schorr, but have not yet vested and were issued to Bioponic Phytoceuticals Inc., a company Mr. Schorr controls. These options will vest on, or after October 4, 2014, if the stock price of KRED is trading at, or above, $1.00 per share. |
5. This is the price per share at which Mr. Schorr purchased these shares as a founder. |
6. Mr. Schorr is a trustee of these shares and was not the purchaser. Since Mr. Schorr is not the owner of these shares, no price is reported. |
/s/ Steven Schorr | 09/12/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |