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^*

Krohn John Michael

(Last)

(First)

(Middle)

11147 AURORA AVENUE

BUILDING 3

(Street)

URBANDALE

50322

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spotlight Innovation, Inc. [ STLT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2016

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	12/23/2016		J⁽¹⁾		108,000	A	$0⁽¹⁾	3,847,895⁽²⁾	I	See Footnote⁽²⁾
Common Stock	12/28/2016		J⁽²⁾		525,000⁽⁵⁾	A	$0	4,372,895	I	See Footnote⁽⁶⁾

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 (Right to Buy)	$1.21	12/23/2016		J⁽³⁾			75,000	11/25/2015⁽⁴⁾	11/25/2025	Common Stock	75,000	$0⁽³⁾	0	D

Explanation of Responses:

1. The shares were issued under the Company's equity incentive plan in exchange for options.

2. Includes 830,219 shares owned directly by the Reporting Person and 3,017,676 shares indirectly held based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K-4 and in such capacity holds voting and dispositive power over the securities held by such entity.

3. The options were returned to the Company for cancellation in exchange for shares of common stock.

4. The options were to vest 25% upon grant, and 25% on each of the first, second and third anniversary of grant date.

5. Pursuant to an employment agreement between the Company and the Reporting Person, the Reporting Person was granted 450,000 restricted shares of Common Stock and 75,000 restricted shares of Common Stock shall be issued on or about January 2, 2017.

6. Includes 1,580,000 shares owned directly by the Reporting Person, and 3,017,676 shares indirectly held based on 50% of total held by K-4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K-4 and in such capacity holds and dispositive power over the securities held by such entity.

	/s/ John Michael Krohn	12/28/2016
	** 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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