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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Meeks Danny (Last) (First) (Middle) C/O MASSROOTS, INC. 1560 BROADWAY, STE 17-105 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MassRoots, Inc. [ MSRT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2021		J(1)		482,504,742	A	(1)	495,000,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Z Convertible Preferred Stock	$0(2)	09/30/2021		J(3)		250		03/30/2022(4)	(4)	Common Stock	(5)	$1,000,000(3)	250	I	See Foonotes(2)(3)(4)(5)

Explanation of Responses:

1. On September 30, 2021, MassRoots, Inc. (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") with Empire Merger Corp., a Delaware corporation, Empire Services, Inc., a Virginia corporation ("Empire"), and the Reporting Person, who was the sole shareholder of Empire, to acquire Empire. At the effective time of the Merger, each share of Empire's common stock held by the Reporting Person was converted into the right to receive certain consideration consisting, inter alia, of a number of newly-issued restricted shares of the Company's common stock, par value $0.001 per share ("Common Stock") resulting in the Stockholder holding an aggregate of 495,000,000 shares of Common Stock at and as of the Effective Time (the "Merger Share Consideration").

2. Shares of Series Z Convertible Preferred Stock ("Series Z") are convertible into validly issued, fully paid, and non-assessable shares of Common Stock without any consideration payable by the holder of shares of Series Z.

3. On September 30, 2021, the Company, the Reporting Person, and Empire, entered into Series Z Preferred Stock Issuance Agreement, whereby the Company agreed to issue and sell 250 shares of Series Z in consideration of the Reporting Person or Empire to remit the sum of $1,000,000 to a third party pursuant to a certain settlement agreement for the benefit of the Company.

4. Shares of Series Z are convertible into validly issued, fully paid, and non-assessable shares of Common Stock at any time after six months from the initial issuance date, subject to certain events, as provided in the Certificate of Designations, Preferences And Rights of Series Z Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on October 1, 2021 (the "Certificate of Designations"). Shares of Series Z have no stated maturity date and will remain outstanding indefinitely unless converted.

5. Each share of Series Z is convertible into such number of validly issued, fully paid, and non-assessable shares of Common Stock that constitutes 0.039600000% of then-outstanding shares of Common Stock on the date of conversion notice, provided, however, that in the event of Nasdaq Listing, as defined in the Certificate of Designations, each share of Series Z will be convertible into such number of validly issued, fully paid, and non-assessable shares of Common Stock that constitutes 0.039600000% of then-outstanding shares of Common Stock on the date of Nasdaq Listing, provided, that it is the intent of the Certificate of Designations that 250 shares of Series Z represent 9.99% of then-outstanding shares of Common Stock as of the dates and subject to the described-above limitations. Notwithstanding the foregoing, each holder of shares of Series Z is subject to a certain beneficial ownership limitation of 4.99% or, upon election by the Holder, of 9.99%, as more particularly described in the Certificate of Designations.

	/s/ Danny Meeks	10/20/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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