X0306 4 2012-10-25 0 0001429896 ACTIVECARE, INC. ACAR 0000938421 DERRICK DAVID G 1401 NORTH 1075 WEST, SUITE 240 FARMINGTON UT 84025 1 1 1 0 Executive Chairman 0001120338 ADP MANAGEMENT CORP 1401 N. 1075 W., STE. 240 FARMINGTON UT 84025 0 0 1 0 Common Stock 2013-07-15 4 P 0 159999 .75 A 5033821 I By ADP Management Corporation Common Stock 2013-08-29 4 P 0 58966 1.00 A 5092787 I By ADP Management Corporation Common Stock 2013-09-01 4 A 0 350000 A 5442787 I By ADP Management Corporation Common Stock 2013-09-30 4 A 0 16352 A 5459139 I By ADP Management Corporation Common Stock 2013-10-13 4 S 0 1000000 .75 D 4459139 I By ADP Management Corporation Common Stock 2013-11-06 5 G 0 E 116352 0 D 4342787 I By ADP Management Corporation Common Stock 2013-12-12 4 S 0 166667 .75 D 4176120 I By ADP Management Corporation Common Stock 2013-12-16 4 A 0 1120000 A 5296120 I By ADP Management Corporation Common Stock 2013-12-16 4 P 0 79999 .75 A 5376119 I By ADP Management Corporation Common Stock 2013-12-16 4 P 0 17500 1.00 A 5393619 I By ADP Management Corporation Common Stock 2013-12-31 4 A 0 9357 A 5402976 I By ADP Management Corporation Common Stock 2014-01-27 4 A 0 8000 A 5410976 I By ADP Management Corporation Common Stock 2014-01-30 4 S 0 33333 .75 D 5377643 I By ADP Management Corporation Common Stock 2014-03-18 4 S 0 266668 .75 D 5110975 I By ADP Management Corporation Common Stock 2014-03-31 4 A 0 566600 A 5677575 I By ADP Management Corporation Common Stock 2014-03-31 4 P 0 4000 1.00 A 5681575 I By ADP Management Corporation Common Stock 2014-05-20 4 P 0 2500 .5 A 5684075 I By ADP Management Corporation Common Stock 2014-05-22 4 A 0 5000 A 5689075 I By ADP Management Corporation Common Stock 2014-06-25 4 A 0 5000000 .45 A 10689075 I By ADP Management Corporation Common Stock 2014-06-25 4 A 0 110000 .45 A 10799075 I By ADP Management Corporation Common Stock 2014-08-22 4 S 0 312500 .4 D 10486575 I By ADP Management Corporation Common Stock 2014-09-09 4 S 0 1500000 .365 D 8986575 I By ADP Management Corporation Common Stock 2014-10-01 4 A 0 275000 .3 A 9261575 I By ADP Management Corporation Common Stock 2014-09-03 4 S 0 4000 .25 D 4750 I By Purizer Corporation Common Stock 2013-10-13 4 P 0 1000000 .75 A 1212500 I By Schwartz Group, LLC Common Stock 2012-10-25 4 P 0 250 10 A 37006 D Series D Convertible Preferred Stock 2013-12-16 4 D 0 160000 D Common Stock 1120000 0 D Warrants .1 2014-03-31 4 D 0 566600 A 2017-07-12 Common Stock 566600 150000 I By ADP Management Corporation The shares of common stock were granted to pay dividends on shares of Series D Preferred Stock which were originally issued as compensation for services provided by David Derrick, however, at Mr. Derrick's request, the shares were issued in the name of ADP Management Corporation. The shares of common stock were granted to pay origination fees for amounts loaned to issuer. The Reporting Person received 1,120,000 shares of common stock in exchange for 160,000 shares of Series D Preferred Stock in an issuer exchange offer. As explained in footnote 1, the shares of Series D Preferred Stock were originally issued as compensation for services provided by David Derrick, however, at Mr. Derrick's request, the shares were issued in the name of ADP Management Corporation. The Series D Preferred shares had a conversion ratio of five-for-one, were convertible at any time, and had no expiration date; however, under the terms of the issuer exchange offer, the Reporting Person was entitled to exchange each share of Series D Preferred Stock for seven shares of common stock. The shares represent a stock bonus granted to David Derrick; however, at Mr. Derrick's request, such shares were issued in the name of ADP Management Corporation. The shares of common stock were granted to pay accrued compensation for services rendered by David Derrick to issuer; however, at Mr. Derrick's request, such shares were issued in the name of ADP Management Corporation. The shares were disposed of in a private transaction. The purchase price for the shares consisted of the conversion of $120,000 in principal and interest on a convertible debenture issued by issuer into the shares at a conversion price of $0.75 per share. The purchase price for the shares consisted of the conversion of $106,666 in principal and interest on a convertible debenture issued by issuer into the shares at a conversion price of $0.75 per share. ADP Management Corporation is owned and controlled, in part, by David Derrick. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Purizer Corporation is owned and controlled, in part, by David Derrick. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Schwartz Group, LLC is owned, in part, by ADP Management Corporation. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The shares of common stock were granted to pay late fees on loan payments made by issuer to the Reporting Person. The Reporting Person received these shares of common stock in exchange for an equivalent number of Warrants in an issuer exchange offer. The shares actually received were net of a prior over-issuance of 17,500 shares to ADP Management Corporation for loan origination fees. Includes 35,876 shares of common stock that were incorrectly reported in the Reporting Person's Form 4 filed July 18, 2013 as being held by ADP Management Corporation. On May 16, 2013, issuer implemented a reverse stock split of its common shares at a ratio of 10-to-1. The share holdings set forth in this Form 4 reflect such reverse stock split. The Warrants are exercisable at a rate of 100,000 shares for every 5,000 customers of issuer. As of the date of the transaction in question, 734,100 of the Warrants were exercisable. David G. Derrick 2014-11-26 By: David G. Derrick, Secretary and Treasurer 2014-11-26