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
GROWLIFE, INC. [ PHOT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2015 | ||||||||||||||||||||||||||
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 | 12/18/2015 | J(5) | 3,000,000 | A | $0.01 | 3,000,000 | D |
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 | ||||||||
Option to purchase Common Stock | $0.01 | (1) | 06/30/2019 | Common Stock | 10,000,000 | 10,000,000 | D | ||||||||
Option to purchase Common Stock | $0.01 | (2) | 06/30/2019 | Common Stock | 2,000,000 | 12,000,000 | D | ||||||||
Option to purchase Common Stock | $0.01 | (3) | 06/30/2019 | Common Stock | 2,000,000 | 14,000,000 | D | ||||||||
Option to purchase Common Stock | $0.01 | (4) | 06/30/2019 | Common Stock | 2,000,000 | 16,000,000 | D |
Explanation of Responses: |
1. The Date Exercisable varies with the Option vesting dates. Option shares vest monthly over 3 years beginning one month after the 07/01/2014 Vesting Commencement Date. One thirty-sixth (1/36th) or 277,778 option shares will vest monthly. Option has a 5 year life and cashless exercise. |
2. The Date Exercisable varies with the Option vesting date. Option shares vest immediately upon securing a market maker resulting in the Issuer's relisting on OTCBB. Option has a 5 year life and cashless exercise. |
3. The Date Exercisable varies with the Option vesting date. Option shares vest immediately upon successful approval and effectiveness of the Issuer's Form S-1. Option has a 5 year life and cashless exercise. |
4. The Date Exercisable varies with the Option vesting date. Option shares vest immediately upon the Issuer's resolution of the class action lawsuit. Option has a 5 year life and cashless exercise. This was earned as of August 17, 2015. |
5. Shares issued for conversion of $30,000 debt. |
Remarks: |
On 12-18-2015, the Exercise Price of the Options to purchase Common Stock is adjusted to $0.01 per share. |
/s/ Mark Scott | 12/22/2015 | |
** 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. |