| 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
IOTA COMMUNICATIONS, INC. [ IOTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 12/27/2021 | J(1) | 408,163 | D | $0.12 | 0 | D | |||
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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 | ||||||||
| Stock Options (right to buy) | $0.12 | 12/27/2021(1) | J | 800,000 | (3) | 12/09/2029 | Common Stock | (1)(2)(3) | $0 | 2,000,000 | D | ||||
| Stock Options (right to buy) | $0.12 | 12/08/2020(4) | A | 750,000 | (4) | 12/08/2025 | Common Stock | (4) | $0 | 750,000 | D | ||||
| Explanation of Responses: |
| 1. On December 27, 2021, the Reporting Person rescinded the shares of common stock acquired via the cashless exercise on May 21, 2021. Pursuant to the Stock Option Rescission Agreement between the issuer and the Reporting Person, the 408,163 shares of common stock that were issued to the Reporting Person as a result of the May 2021 Option Exercise were returned to the issuer, and the 800,000 options that relate to the rescission and return of these shares were reinstated as vested and available for future exercise by the Reporting Person as part of the original 2,000,000 options that were granted to the Reporting Person as referenced under footnote 3. |
| 2. On May 21, 2021, the Reporting Person exercised, via a cashless exercise, stock options to acquire 800,000 shares of common stock of the issuer, at the exercise price of $0.12 per share. In connection with the cashless exercise of these stock options, the issuer withheld options to acquire 391,837 shares common stock of the issuer to satisfy the exercise price and issued to the Reporting Person the remaining 408,163 shares of common stock. |
| 3. On December 9, 2019, options to purchase an aggregate of 2,000,000 shares of common stock of the issuer were granted to the Reporting Person. Pursuant to the Stock Option Modification Agreement between the issuer and the Reporting Person, these options became fully vested on December 8, 2020, with 50% of the stock options exercisable at the exercise price of $0.12 per share; 25% of the stock options exercisable at the exercise price of $0.25 per share; and the remaining 25% of the stock options exercisable at the exercise price of $0.35 per share. |
| 4. On December 8, 2020, and in connection with his annual bonus, the Reporting Person was granted fully vested options with anti-dilution provisions to acquire 750,000 shares (or approximately 0.25% of then outstanding shares) of the issuer's common stock at the exercise price of $0.12 per share. |
| /s/ James F. Dullinger | 01/07/2022 | |
| ** 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. | ||