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^*

Sanford Glenn Darrel

(Last)

(First)

(Middle)

910 HARRIS AVE, SUITE 305

(Street)

BELLINGHAM

98225

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EXP Realty International Corp [ EXPI ]

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 Secretary Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2013

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)
Common Stock								39,928,880	D
Common Stock	09/09/2013		J⁽¹⁾		1,357,581,920	A	$0⁽¹⁾	1,397,510,800	D
Common Stock	09/16/2013		J⁽²⁾		1,393,350,000	D	$0⁽²⁾	4,160,800	D
Common Stock	09/27/2013		J⁽³⁾		17,066,475⁽³⁾	A	$0.3	21,227,275	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)
Stock Options	$0.13	09/27/2013		J⁽⁴⁾		1,617,000		09/27/2013⁽⁵⁾	10/01/2022	Common Stock	1,617,000	$0	1,617,000	D

Explanation of Responses:

1. Effective September 9, 2013, eXp Realty International Corporation effected a 35:1 forward stock split of the authorized and issued and outstanding common stock.

2. These shares were cancelled and returned to treasury without consideration.

3. On August 15, 2013, the Issuer entered into a merger agreement with eXp Realty International, Inc., a Washington corporation, and eXp Acquisition Corp., a Washington corporation and a wholly-owned subsidiary of the Issuer (the "Merger Agreement"), pursuant to which the Issuer agreed to acquire all of the issued and outstanding shares of eXp Realty International, Inc.'s common stock in exchange for the issuance of post-split shares of the Issuer's common stock to eXp Realty International, Inc.'s stockholders on a pro-rata basis. Under this agreement, Mr. Sanford received 17,066,475 shares of the Issuer's common stock in exchange for 2,275,530 shares of eXp Realty International, Inc. held by him.

4. Pursuant to the Merger Agreement, each outstanding option to purchase shares of eXp Realty International, Inc. was converted into options entitling the holder to purchase such number of shares of our common stock that is equal to 7.5 times the number of shares of eXp Realty International, Inc. that would have been issuable on exercise of the eXp Realty International, Inc. options, with a proportionate decrease in any exercise price such that the total exercise price of each cancelled eXp Realty International, Inc. options will equal the total exercise price of the replacement options to purchase shares of our common stock. Under the Merger Agreement, Mr. Sanford received 1,617,000 options in exchange for 215,600 eXp Realty International, Inc. options held by him.

5. 1,212,750 of these options vest on September 27, 2013 and 404,250 vest on October 1, 2013.

Remarks:

	/s/Glenn Sanford	10/01/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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