SEC FORM 4/A

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^*

Tracy Joel Daniel

(Last)

(First)

(Middle)

C/O ALLIANCE MMA, INC.

590 MADISON AVENUE, 21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alliance MMA, Inc. [ AMMA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/26/2018

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 par value $0.001	08/29/2017		P		45,872	A	$50,000	334,860	D⁽¹⁾

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)
Warrant to Purchase Common Stock	$1.5	08/29/2017		P		45,872		03/01/2018	08/28/2020	Common Stock, par value $0.001	45,872	⁽²⁾	45,872	D
Warrant to Purchase Common Stock	$1.5							03/01/2018	08/28/2020	Common Stock, par value $0.001	25,000		70,872	I	See Footnote⁽³⁾
Warrant to Purchase Common Stock	$1.75							03/01/2018	08/28/2020	Common Stock, par value $0.001	100,000		170,872	I	See Footnote⁽³⁾

Explanation of Responses:

1. In addition to the 184,860 shares of common stock held directly, also includes 150,000 shares held by relations of Mr. Tracy. Mr. Tracy has voting and disposition power over the shares.

2. Fully vested warrants were issued in a prior reported purchase on the Form 4 filed on January 26, 2018. The warrants were issued at a rate of one warrant per one share of common stock at a unitprice of $1.09 per unit.

3. In addition to the 45,872 warrants held directly, also includes 125,000 warrants held be relations to Mr. Tracy. Mr. Tracy has voting and disposition power over the warrants.

Remarks:

The original Form 4, filed on January 26, 2018, is being amended by this Form 4 amendment to correct an administrative error, which misrepresented a purchase that occured on October 20, 2017,as a total of 45,872 shares of common stock, when in fact an equal number of warrants to purchase common stock were also included in that purchase, and the correct purchase date was August 29,2017. As a result of this administrative error, the number of derivative securites beneficially owned by the reporting person is 45,872.

	/s/ Joel Tracy	04/11/2018
	** 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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