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^*

Scialdone Mark

(Last)

(First)

(Middle)

5304 DERRY AVE. SUITE C

(Street)

AGOURA HILLS

91301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vape Holdings, Inc. [ VAPE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2016

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⁽¹⁾	01/12/2016		D		250,000	D	$0.335⁽¹⁾	11,000	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 January 12, 2016, pursuant to a Share Exchange Unwind Agreement (the "Unwind Agreement") by and between Dr. Mark Scialdone ("Dr. Scialdone"), Vape Holdings, Inc. (the "Company") and BetterChem Consulting, Inc. ("BetterChem"), a majority-owned subsidiary of the Company, the Company agreed to unwind a Share Exchange Agreement entered into between the parties on July 1, 2015 (the "Share Exchange Agreement"). As a result of the Unwind Agreement, the Company returned 80 shares of restricted common stock of BetterChem to Dr. Scialdone. In exchange, Dr. Scialdone transferred 250,000 shares of common stock of the Company held by him back to the Company and terminated any right to receive up to 400,000 shares of common stock available to him tied to revenue benchmarks as provided in the Share Exchange Agreement. The 250,000 shares of common stock of the Company were issued on July 8, 2015 and valued at $0.335 per share, the fair market value on the date of issue.

Remarks:

Effective January 14, 2016, the Board of Directors of Vape Holdings, Inc. (the "Company") accepted the resignation of Dr. Mark Scialdone as Chief Science Officer. Accordingly, Dr. Scialdone is no longer a reporting person subject to the requirements of Section 16 of the Securities Exchange Act of 1934.

	/s/ Mark Scialdone	01/20/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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