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^*

DEJORIA JOHN PAUL

(Last)

(First)

(Middle)

109 WEST 7TH ST., SUITE 200

(Street)

GEORGETOWN

78626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGO PAYMENT ARCHITECTURES, INC. [ RPMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2014

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⁽¹⁾	06/20/2014		G		5,000	D	$0.00	17,148,412⁽²⁾	I	By Trust⁽²⁾

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)
Warrants	$0.9	04/29/2016		P		10,000		⁽³⁾	04/29/2018	Common Stock	10,000	⁽⁴⁾	10,000	D
Warrants	$0.9	06/09/2016		P		10,000		⁽³⁾	06/09/2018	Common Stock	10,000	⁽⁴⁾	10,000	D
4% Convertible Notes currently due 10/31/2023	$90⁽⁵⁾	11/03/2017		P		555,556⁽⁵⁾		⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	555,556⁽⁵⁾	$500,000	5,556⁽⁷⁾	I	By Trust⁽⁸⁾
4% Convertible Notes currently due 10/31/2023	$90⁽⁵⁾	11/03/2017		P		111,111⁽⁵⁾		⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	111,111⁽⁵⁾	$100,000	1,111⁽⁷⁾	I	By Trust⁽⁸⁾
Warrants	$0.9	03/06/2018		P		20,540		⁽³⁾	03/06/2020	Common Stock	20,540	⁽⁴⁾	20,540	D
4% Convertible Notes currently due 10/31/2023	$90⁽⁵⁾	08/10/2018		P		114,094⁽⁵⁾		⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	114,094⁽⁵⁾	$102,684.93	1,141⁽⁷⁾	D
Stock Options	$0.9	06/17/2019		P		100,000		⁽⁹⁾	06/17/2021	Common Stock	100,000	⁽¹⁰⁾	100,000	D
4% Convertible Notes currently due 10/31/2023	$90⁽⁵⁾	08/07/2020		P		55,556⁽⁵⁾		⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	55,556⁽⁵⁾	$50,000	556⁽⁷⁾	D
Stock Options	$0.9	09/11/2020		P		100,000		⁽¹¹⁾	09/11/2023	Common Stock	100,000	⁽¹²⁾	100,000	D
Series B Cumulative Convertible Preferred Stock	$0.9	10/05/2022		P		75,556⁽¹³⁾		⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	7,555,600	$90	75,556	D
Series B Cumulative Convertible Preferred Stock	$0.9	05/19/2023		P		22,222⁽¹³⁾		⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	2,222,222	$90	22,222	I	By Trust⁽¹⁵⁾
Series B Cumulative Convertible Preferred Stock	$0.9	05/19/2023		P		5,556⁽¹³⁾		⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	555,556	$90	5,556	I	By Trust⁽¹⁶⁾

Explanation of Responses:

1. This transaction represents a gift/charitable donation made on June 20, 2014, by the John Paul DeJoria Family Trust, a trust of which the Reporting Person is the settlor and trustee (the "Family Trust"). This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

2. Consisting of (i) 10,005,555 shares Common Stock of the Issuer ("Common Stock") directly held by the Family Trust and (ii) 7,142,857 shares of Common Stock held directly by JP's Nevada Trust, a trust of which the Reporting Person is the settlor and distribution trustee.

3. These warrants were immediately exercisable and fully vested and have since expired.

4. These warrants were granted to the Reporting Person for non-cash consideration having an indeterminant value.

5. The 4% Convertible Notes currently due October 31, 2023 (the "4% Convertible Notes"), accrue interest at 4% per annum and are convertible by the holder thereof, at any time, into shares of the Issuer's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share, subject to certain anti-dilution adjustments. Currently, upon issuance, each share of Series C Preferred Stock would be convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.

6. Pursuant to the Certificate of Designation governing the Series C Preferred Stock, such Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series C Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series C Preferred Stock. The Series C Preferred Stock has no expiration date.

7. Represents the number of shares of Series C Preferred Stock into which such 4% Convertible Notes are convertible.

8. These 4% Convertible Notes are held directly by the Family Trust.

9. These stock options were immediately exercisable and fully vested and have since expired.

10. These stock options were granted to the Reporting Person for non-cash consideration having an indeterminant value.

11. These stock options are immediately exercisable and fully vested.

12. These stock options were granted to the Reporting Person as consideration for extending the maturity date of the 4% Convertible Notes he held to October 31, 2023.

13. Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.

14. Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date.

15. These shares are held directly by the Family Trust.

16. These shares are held directly by the JDP 2019 Gift Trust, a trust of which the Reporting Person is the settlor and trustee.

Remarks:

Exhibit 99.1 Additional Information.

	/s/ Matt Bair, Attorney-in-Fact	05/26/2023
	** 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).
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