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^*

LEE DAVID DONGHIE

(Last)

(First)

(Middle)

NEWHYDROGEN, INC.

27936 LOST CANYON ROAD SUITE 202

(Street)

SANTA CLARITA

91387

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NewHydrogen, Inc. [ NEWH ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Acting CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2021

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)
Series B Non-Convertible Preferred Stock	01/15/2021⁽¹⁾		J		1,000	A	$0.0001	1,000	D
Series B Non-Convertible Preferred Stock	03/01/2021⁽²⁾		J		1,000	D	$0.0001	0	D
Series D Non-Convertible Preferred Stock	04/15/2021⁽³⁾		J		1,000	A	$0.0001	1,000	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)

Explanation of Responses:

1. The Reporting Person was issued 1,000 shares of Series B Non-Convertible Preferred Stock on January 15, 2021, The Series B Non-Convertible Preferred Stock did not have a dividend rate or liquidation preference and were not convertible into shares of the Company's common stock. Under the terms and during the time in which the shares of the Series B Preferred Stock remained issued and outstanding, the Reporting Person thereof, had the right to voting separately as a class with voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder matters of the Company. Such vote was to be determined by the holder(s) of a majority of the then issued and outstanding shares of Series B Preferred Stock.

2. These shares of the Series B Preferred Stock were automatically redeemed by the Company on March 1, 2021 upon expiration, which was the date forty five (45) days after the effective date of issuance of such shares.

3. The Reporting Person was issued 1,000 shares of Series D Non-Convertible Preferred Shares on April 15, 2021. The shares of the Series D Preferred Stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events: (i) expiration date, which is 45 days commencing from the issuance date. The Series D Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the Company and are not convertible into shares of the Company's common stock., (ii) on the date the Reporting Person ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company's shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential voting rights of the Series D Preferred Stock set forth in the Certificate of Designation.

	/s/ David Lee	05/11/2021
	** 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).
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