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^*

McGinn Paul

(Last)

(First)

(Middle)

C/O CIG WIRELESS CORP.

11120 SOUTH CROWN WAY, SUITE 1

(Street)

WELLINGTON

33414

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIG WIRELESS CORP. [ CIGW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2015

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	01/21/2015		D		84,821	D	⁽¹⁾⁽²⁾⁽³⁾	6,263,805	D

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)

Explanation of Responses:

1. On February 27, 2014, CIG Wireless Corp. (the "Company") issued Mr. Paul McGinn, the Company's Chief Executive Officer, 5,561,866 shares of the Company's restricted common stock, par value $0.00001 ("Restricted Stock") pursuant to the Company's 2014 Equity Incentive Plan (the "2014 Plan"). The Company's Restricted Stock is subject to the vesting and other provisions set forth in the award agreement (the "Award Agreement") pursuant to which such shares of Restricted Stock were issued to Mr. McGinn.

2. A copy of the 2014 Plan was filed as Exhibit 10.56 to the Company's Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2014, and a copy of the Award Agreement was filed as Exhibit 10.58 to the Company's Current Report on Form 8-K that was filed with the SEC on March 5, 2014, describing the 2014 Plan. Pursuant to the Award Agreement, in the event that the Company issues certain securities, Mr. McGinn is entitled to receive additional shares of Restricted Stock for anti-dilution purposes.

3. Effective as of January 21, 2015, the Company and Mr. McGinn agreed to and acknowledged the cancellation and disposition to the Company of 84,821 shares of Restricted Stock held by Mr. McGinn. The 84,821 shares of Restricted Stock held by Mr. McGinn were canceled and disposed of to the Company for no value, as approved by the Company's board of directors. The cancellation was effected to correct the overstated calculation of previous issuances in respect of the anti-dilution protection described above.

	/s/ Paul McGinn	01/23/2015
	** Signature of Reporting Person	Date
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** 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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