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^*

Roche Robert W.

(Last)

(First)

(Middle)

C/O RVUE HOLDINGS, INC.

6688 JOLIET ROAD, #255

(Street)

INDIAN HEAD PARK

60525

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RVUE HOLDINGS, INC. [ RVUE ]

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)
10/11/2016

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								143,176,276	I	See footnote⁽¹⁾
Common Stock								166,666	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)
Convertible Note⁽²⁾⁽³⁾	$0.0026	10/11/2016		P		201,000		⁽⁴⁾	⁽⁴⁾	Common Stock	77,277,970	$0.0026	77,277,970⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Warrants	$0.2							07/24/2012	07/24/2017	Common Stock	5,833,333		5,833,333	I	See footnote⁽¹⁾
Options (right to buy)	$0.2							06/21/2011	12/21/2020	Common Stock	200,000		200,000	D

Explanation of Responses:

1. Securities owned by Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., a corporation of which Mr. Roche is the sole shareholder. Mr. Roche may be deemed to have a pecuniary interest in such securities.

2. As reported in the Company's Current Report on Form 8-K filed with the SEC on October 18, 2016, on October 11, 2016, the Company executed documentation with Roche Enterprises, Ltd., a corporation formerly known as Acorn Composite Corp. and a major shareholder of the Company ("Roche Enterprises"), pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $201,000 (the "Convertible Note"). The Convertible Note contains a maturity date of December 1, 2016, subject to extension by Roche Enterprises, in its sole discretion, by up to an additional three months. The Convertible Note, as originally executed, contained a mutual mistake as to the correct conversion price of the outstanding balance of the note, should Roche Enterprises elect to convert it. (Continued in Footnote 3)

3. (Footnote 2 continued) The Company and Roche Enterprises executed an amended and restated Convertible Note on December 28, 2016 containing the correct conversion price of $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The number of shares of Common Stock issuable upon conversion of the amended and restated Convertible Note may increase to the extent that such conversion includes any accrued interest and fees with respect thereto.

4. The Convertible Note is convertible into common stock at any time. The Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference.

	/s/ Robert W. Roche	01/14/2017
	** Signature of Reporting Person	Date
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