| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Crypto Co [ CRCW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/23/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/23/2021 | S | 902,729 | D | (1) | 2,085,617 | I | See Footnote(1) | ||
| Common Stock | 07/23/2021 | S | 902,729 | D | (1) | 6,917,427 | I | See Footnote(2) | ||
| Common Stock | 01/01/2022 | A | 15,000(3) | D | $0 | 1,815,000(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Effective July 23, 2021, 902,729 shares were sold by Imperial Strategies, LLC ("Imperial") in a private transaction involving a former interest holder of Imperial. After that stock sale Imperial is the direct beneficial owner of 2,085,617 shares of common stock of the Issuer. Ron Levy, CEO of the Issuer, is the COO of Imperial, and may be deemed to have voting and investment power over the shares beneficially owned by Imperial. |
| 2. Redwood Fund LP is the direct beneficial owner of 3,031,810 shares of common stock of the Issuer. Ladyface Capital, LLC is the General Partner of Redwood Fund LP. Ron Levy, CEO of the Issuer, is COO of Ladyface Capital, LLC and may be deemed to have voting and investment power over the shares beneficially owned by Redwood Fund LP. Imperial is the direct beneficial owner of 2,085,617 shares of common stock of the Issuer listed in this row. The ownership reported also includes 550,000 shares of common stock directly owned by Mr. Levy as of July 23, 2021, and vested options held by Mr. Levy as of July 23, 2021 to acquire 1,250,000 shares, but does not include shares granted to Mr. Levy in January 2022. |
| 3. Restricted stock award granted to Mr. Levy pursuant to the Issuer's 2017 Equity Incentive Plan. |
| 4. The beneficial ownership reported in this row only includes shares and vested options directly owned by Mr. Levy. Shares that may be deemed indirectly beneficially by Mr. Levy, and generally identified in notes 1 and 2 above, are not included in the shares reported as directly owned by Mr. Levy identified in column 5 of this row. |
| /s/ Martin Lipsic (as manager) | 03/09/2022 | |
| /s/ Ron Levy | 03/09/2022 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||