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^*

LEIGHTON DOUGLAS

(Last)

(First)

(Middle)

50 COMMONWEALTH AVENUE

SUITE 2

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brazil Interactive Media, Inc. [ BIMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2013

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)
Series A Common Stock	03/11/2013		J⁽¹⁾		19,000,000⁽²⁾	D	⁽¹⁾	0	I⁽³⁾	See footnote⁽³⁾
Common Stock	03/11/2013		J⁽¹⁾		19,000,000⁽²⁾	A	⁽¹⁾	416,000,000⁽²⁾	I⁽³⁾	See footnote⁽³⁾
Common Stock	03/11/2013		J⁽⁴⁾		4,152,295⁽²⁾	A	⁽⁴⁾	$420,152,295⁽²⁾	I⁽³⁾	See footnote⁽³⁾
Common Stock	05/14/2013		J⁽⁵⁾		1,875,000⁽²⁾	A	⁽⁵⁾	$422,027,095⁽²⁾	I⁽³⁾	See footnote⁽³⁾
Common Stock	07/25/2013		J⁽⁶⁾		1,950,260⁽⁷⁾	A	⁽⁶⁾	$2,000,004⁽⁷⁾	I⁽³⁾	See footnote⁽³⁾
Common Stock	10/01/2013		J⁽⁸⁾		800,000⁽⁷⁾	A	⁽⁸⁾	2,800,004⁽⁷⁾	I⁽³⁾	See footnote⁽³⁾

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)
Series E Convertible Preferred Stock	⁽⁴⁾	03/11/2013		J⁽⁴⁾			3,115	03/23/2008	⁽¹³⁾	Common Stock	4,152,295⁽²⁾	$0	0	I⁽³⁾	See footnote⁽³⁾
Series G Convertible Preferred Stock	⁽⁶⁾	03/11/2013		J⁽⁹⁾		195,026		⁽⁶⁾	⁽⁶⁾	Common Stock	1,950,260⁽⁷⁾	⁽⁹⁾	195,026	I⁽³⁾	See footnote⁽³⁾
Series H Convertible Preferred Stock	$0.3	03/22/2013		P		2,000		03/23/2013	⁽¹³⁾	Common Stock	666,667⁽⁷⁾	$100	2,000	I⁽³⁾	See footnote⁽³⁾
Warrants	$0.6	03/22/2013		J⁽¹⁰⁾		166,667		03/23/2013	03/22/2018	Common Stock	166,667	⁽¹⁰⁾	166,667	I⁽³⁾	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	05/14/2013		J⁽⁵⁾			75	05/09/2008	⁽¹³⁾	Common Stock	1,875,000⁽²⁾	$0	0	I⁽³⁾	See footnote⁽³⁾
Series G Convertible Preferred Stock	⁽⁶⁾	07/25/2013		J⁽⁶⁾			195,026	⁽⁶⁾	⁽⁶⁾	Common Stock	1,950,260⁽⁷⁾	$0	0	I⁽³⁾	See footnote⁽³⁾
Warrants	$0.6	10/09/2013		J⁽¹¹⁾		8,333		10/09/2013	10/09/2018	Common Stock	8,333	⁽¹¹⁾	8,333	D⁽¹²⁾

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, all shares of Series A Common Stock were converted by the issuer into common stock at a ratio of 1 share of common stock for each share of Series A Common Stock.

2. On May 16, 2013, the issuer effected a reverse split of its shares at a ratio of 8,484 to 1 and changed its name from Naturewell, Incorporated to Brazil Interactive Media, Inc.

3. The securities are directly beneficially owned by Dutchess Opportunity Fund II LP. The reporting person is a director of Dutchess Opportunity Fund II LP and therefore may be considered an indirect beneficial owner of the securities reported herein. The reporting person disclaims beneficial ownership of the securities directly beneficially owned by Dutchess Opportunity Fund II LP except to the extent of his pecuniary interest therein.

4. Pursuant to a reclassification exempt under Rule 16b-7, all shares of Series E Convertible Preferred Stock were converted by the issuer into common stock at a ratio of 1,333 shares of common stock for each share of Series E Convertible Preferred Stock.

5. Pursuant to a reclassification exempt under Rule 16b-7, all shares of Series C Convertible Preferred Stock were converted by the issuer into common stock at a ratio of 25,000 shares of common stock for each share of Series C Convertible Preferred Stock.

6. All shares of Series G Convertible Preferred Stock were subject to an automatic forced conversion at a ratio of 10 post-reverse split shares of common stock for each share of Series G Convertible Preferred Stock, one business day following the date that a sufficient number of authorized and unissued shares of common stock became available to facilitate conversion. By operation of the reverse stock split on May 16, 2013, sufficient shares of common stock became available, triggering the automatic conversion, and the shares were issued on July 25, 2013.

7. Post-reverse split shares (see footnote 2).

8. The Common Stock was acquired from the issuer in return for services provided to the Company, at a value of $0.56 per share.

9. Pursuant to a reclassification exempt under Rule 16b-7, the issuer exchanged all Senior Subordinated Notes into Series G Convertible Preferred Stock at a ratio of $15.77 per share.

10. The warrants were included in the purchase of the Series H Preferred Stock. No additional consideration was paid for the warrants.

11. The warrants were issued in connection with a promissory note entered into between the issuer and the reporting person on October 9, 2013. No additional consideration was paid for the warrants.

12. These shares are held in the name of Bass Point Capital LLC, a private investment vehicle the investments in which are beneficially owned solely by the reporting person.

13. The securities had no expiration date.

	/s/ Douglas Leighton	07/23/2014
	** 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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