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^*

Meeks Danny

(Last)

(First)

(Middle)

C/O MASSROOTS, INC.

1560 BROADWAY, STE 17-105

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Greenwave Technology Solutions, 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)
11/30/2021

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)
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)

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⁽¹⁾	$0.05	11/30/2021		J⁽²⁾		$4,762,838.32		11/30/2021	⁽³⁾	Common Stock	95,256,766⁽¹⁾⁽⁴⁾	⁽²⁾	95,256,766⁽¹⁾⁽⁴⁾	D
Common Stock Purchase Warrant	$0.065	11/30/2021		J⁽²⁾		95,256,766⁽⁵⁾		11/30/2021	11/30/2026	Common Stock	95,256,766⁽⁵⁾	⁽²⁾	95,256,766⁽⁵⁾	D

Explanation of Responses:

1. The Convertible Note bears interest at the rate of 10% per annum. At the election of the Reporting Person, all principal and accrued but unpaid interest under the Convertible Note may be converted into the Issuer's common stock. For each $0.05 converted, the Reporting Person will receive one share of common stock. However, the Reporting Person shall not have the right to any shares of common stock otherwise issuable upon the conversion of the Convertible Note if after giving effect to such issuance, the Reporting Person would beneficially own in excess of 4.99% of the Issuer's outstanding shares of common stock.

2. The Convertible Note and Warrant were issued to the Reporting Person in exchange for the rollover by the Reporting Person of certain indebtedness of the Issuer held by the Reporting Person.

3. The Convertible Note is currently exercisable and will mature on May 30, 2022. The Convertible Note is convertible from time to time at the option of the Reporting Person and automatically converts into shares of the Issuer's common stock upon the listing of the Issuer's common stock on a national securities exchange and subsequent firm commitment underwritten public offering for gross proceeds of not less than $5,000,000.

4. Excludes shares of common stock issuable upon conversion of accrued interest.

5. The Reporting Person shall not have the right to exercise any portion of the Warrant to the extent that after giving effect to such exercise and the issuance of common stock pursuant thereto, the Reporting Person would beneficially own in excess of 4.99% of the Issuer's outstanding shares of common stock, which may be increased to 9.99% at the Reporting Person's option.

	/s/ Danny Meeks	12/15/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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