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*
FOWLER STEPHEN

(Last) (First) (Middle)
51 BAY VIEW DRIVE

(Street)
POINT ROBERTS WA 98281

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOBETIZE, CORP. [ MPAY ]
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
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2013
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)
Code V Amount (A) or (D) Price
Common Stock 18,900,000(1) D
Common Stock 09/04/2013 U(2) 18,400,000 D $0.01(2) 500,000 D
Common Stock 09/04/2013 J(3) 8,888,696 A $0.08(3) 9,388,696 I Mr. Fowler directly holds these shares indirectly through other companies holding shares.(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Mobetize Corp.(the "Company") gave effect to a forward split of the authorized, issued and outstanding shares of common stock of the Company on a 7 new for 1 old basis. As a result of the forward split of the Company becoming effective on August 14, 2013, Mr. Fowler's 2,700,000 common shares in the Company became 18,900,000 common shares in the Company.
2. In connection with the asset purchase and sale agreement, Mr. Fowler agreed to return for cancellation 18,400,000 shares of our common stock on September 4, 2013 at a deemed price at par value of $0.001 per common share.
3. Concurrently, the Company closed the asset purchase and sale by issuing the required 22,003,000 common shares to Mobetize Inc. at a deemed price of $0.08 per common share.
4. Stephen Fowler directly holds approximately 31.67% of the issued and outstanding common shares of Mobetize Inc. As a result of this shareholding, Mr. Fowler indirectly holds an additional 6,968,350 shares in the Company though Mobetize Inc.'s holdings of 22,003,000 shares in the Company. Forte Finance Limited ("Forte Finance"), a corporation under the laws of Malta, directly holds approximately 8.91% of the issued and outstanding common shares of Mobetize Inc. Further, Stephen Fowler directly holds approximately 98% of the issued and oustanding common shares of Forte Finance. As a result of Mr. Fowler's shareholdings in Forte Finance, Mr. Fowler indirectly holds an additional 1,920,346 shares in Mobetize Corp. through Forte Finance's holdings in Mobetize Inc.'s holdings of 22,003,000 shares in the Company.
/s/Stephen Fowler 11/26/2013
** 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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