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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Alberttis Alvaro Daniel

(Last)

(First)

(Middle)

80 NE 4TH AVENUE, SUITE 28

(Street)

DELRAY BEACH

33483

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Exactus, Inc. [ EXDI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2021

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	01/22/2021		A		2,039,241	A	$0.025⁽¹⁾	4,777,337⁽²⁾	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)
Options to purchase common stock	$0.025	01/22/2021		A		2,500,000		01/22/2012⁽³⁾⁽⁴⁾	01/22/2023	Common stock	2,500,000	$0.025	2,500,000	D

Explanation of Responses:

1. The reporting person was issued a total of 2,039,241 shares of common stock in payment of accrued compensation.

2. Consists of 2,277,337 shares of common stock, together with options to purchase 2,500,00 shares of common stock at a price of $0.025 per share, exercisable until 1/22/23.

3. (1) The reporting person was granted two year options to purchase 2,500,000 shares of Common Stock at an exercise price of $0.025 per share. Provided Mr. Alberttis has not resigned or been removed prior to vesting, fifty (50%) percent of such amount shall vest upon his execution of the Corporation's Annual Report on Form 10-K for filing with the SEC for the Corporation's fiscal year ended December 31, 2020 on or prior to the due date thereof, including any and all Certifications thereto required to be executed by Mr. Alberttis under the Sarbanes-Oxley Act of 2002 (as well as any amendments and any other SEC filings or reports as requested) and fifty (50%) percent upon the closing of any acquisition with a combined value (target and the Corporation) in excess of five million ($5,000,000) dollars (the "Acquisition"). (continued, see Footnote 4)

4. (cont'd) Upon closing of an Acquisition, all options shall immediately vest if, and only if, a new chief financial and chief executive officer is appointed who will be responsible for filing and certifying the Form 10-K, provided Mr. Alberttis shall also be required to render reasonable assistance in connection therewith upon request.

	/s/ Alvaro Daniel Alberttis	01/28/2021
	** 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.