SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rosen Arthur

(Last)

(First)

(Middle)

C/O JERRICK MEDIA HOLDINGS, INC.

202 S. DEAN ST.

(Street)

ENGLEWOOD

07631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2017

3. Issuer Name and Ticker or Trading Symbol
Jerrick Media Holdings, Inc. [ JMDA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	566,660⁽¹⁾	D
Common Stock, $0.001 par value per share	5,100,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Purchase Common Stock	05/26/2016	05/26/2021	Common Stock	1,000,000	$0.2	D
Warrants to Purchase Common Stock	09/12/2016	09/12/2021	Common Stock	150,000	$0.2	D
Warrants to Purchase Common Stock	10/31/2016	10/31/2021	Common Stock	10,000	$0.3	D
Warrants to Purchase Common Stock	01/25/2017	01/25/2022	Common Stock	50,000	$0.3	D
Warrants to Purchase Common Stock	04/13/2017	04/13/2022	Common Stock	10,000	$0.3	D
Warrants to Purchase Common Stock	04/25/2017	04/25/2022	Common Stock	17,500	$0.2	D
Warrants to Purchase Common Stock	05/04/2017	05/04/2022	Common Stock	10,500	$0.2	D
Warrants to Purchase Common Stock	07/06/2017	07/06/2022	Common Stock	18,750	$0.2	D
Warrants to Purchase Common Stock	09/07/2017	09/07/2022	Common Stock	750,640	$0.2	D
Warrants to Purchase Common Stock	09/07/2017	09/07/2022	Common Stock	1,313,827	$0.2	D
Warrants to Purchase Common Stock	09/08/2017	09/08/2022	Common Stock	25,000	$0.2	D
Warrants to Purchase Common Stock	09/08/2017	09/08/2022	Common Stock	1,650,000	$0.2	D
Warrants to Purchase Common Stock	11/13/2017	11/13/2022	Common Stock	100,000	$0.2	D
Warrants to Purchase Common Stock	12/21/2017	12/21/2022	Common Stock	500,000	$0.2	I	See footnote⁽⁸⁾
Warrants to Purchase Common Stock	02/08/2018	02/08/2023	Common Stock	81,500	$0.2	D
Warrants to Purchase Common Stock	02/20/2018	02/20/2023	Common Stock	448,000	$0.2	D
Warrants to Purchase Common Stock	02/26/2018	02/26/2022	Common Stock	500,000	$0.2	I	See footnote⁽⁸⁾
Warrants to Purchase Common Stock	03/04/2018	03/04/2023	Common Stock	10,000	$0.2	D
Warrants to Purchase Common Stock	03/09/2018	03/09/2023	Common Stock	15,000	$0.2	D
Warrants to Purchase Common Stock	03/13/2018	03/13/2023	Common Stock	10,000	$0.2	D
Warrants to Purchase Common Stock	03/28/2018	03/28/2022	Common Stock	525,000	$0.2	I	See footnote⁽⁸⁾
Secured Convertible Promissory Note	09/07/2017	09/07/2019	Common Stock	⁽²⁾	$0.2	D
Secured Convertible Promissory Note	09/08/2017	09/08/2019	Common Stock	⁽³⁾	$0.2	D
Secured Convertible Promissory Note	12/21/2017	12/21/2019	Common Stock	⁽⁴⁾	$0.2	I	See footnote⁽⁹⁾
Convertible Promissory Note	02/08/2018	09/30/2018	Common Stock	⁽⁵⁾	$0.2	D
Secured Convertible Promissory Note	02/26/2018	02/26/2020	Common Stock	⁽⁶⁾	$0.2	I	See footnote⁽⁹⁾
Secured Convertible Promissory Note	03/28/2018	03/28/2020	Common Stock	⁽⁷⁾	$0.2	I	See footnote⁽⁹⁾

Explanation of Responses:

1. On June 14, 2016, the Reporting Person was issued 566,660 shares of the Company's common stock in exchange for the termination of that certain Revenue Share Agreement dated July 22, 2013 with Jerrick Ventures, LLC and that certain Line of Credit Agreement with the Company's Chief Executive Officer dated July 2, 2014.

2. On September 7, 2017, the Reporting Person was issued two Secured Convertible Promissory Notes in the aggregate amount of $412,893.26 which, as of February 6, 2018 has accrued interest in the amount of $25,791.69 and are convertible into 2,193,245 shares of the Company's Common Stock at a conversion rate of the unpaid principal and interest divided by $0.20.

3. On September 8, 2017, the Reporting Person was issued a Secured Convertible Promissory Note in the amount of $330,000 which, as of February 6, 2018 has accrued interest in the amount of $120,478.08 and is convertible into 1,752,390 shares of the Company's Common Stock at a conversion rate of the unpaid principal and interest divided by $0.20.

4. On December 21, 2017, Pearl Digital Opportunities Fund LLC ("Pearl"), of which Reporting Person is a managing member, was issued a Convertible Promissory Note in the amount of $100,000 which is convertible into 500,000 shares of the Company's Common Stock for a period of two (2) years at a conversion rate of the unpaid principal and interest divided by $0.20.

5. On February 8, 2018 the Reporting Person was issued a Secured Convertible Promissory Note in the amount of $46,047 which is currently convertible into 230,235 shares of the Company's Common Stock.

6. On February 26, 2018, Pearl Digital Opportunities Fund LLC ("Pearl"), of which Reporting Person is a managing member, was issued a Convertible Promissory Note in the amount of $100,000 which is convertible into 500,000 shares of the Company's Common Stock for a period of two (2) years at a conversion rate of the unpaid principal and interest divided by $0.20.

7. On March 28, 2018, Pearl Digital Opportunities Fund LLC ("Pearl"), of which Reporting Person is a managing member, was issued a Convertible Promissory Note in the amount of $105,000 which is convertible into 520,000 shares of the Company's Common Stock for a period of two (2) years at a conversion rate of the unpaid principal and interest divided by $0.20.

8. Pearl Digital Opportunities Fund LLC ("Pearl") holds such common stock purchase warrant. Mr. Rosen is the Managing Member of Pearl.

9. Pearl Digital Opportunities Fund LLC ("Pearl") holds such secured convertible promissory note. Mr. Rosen is the Managing Member of Pearl.

	/s/ Arthur Rosen	04/23/2018
	** 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 5 (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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