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^*

FLOOD BRENDAN

(Last)

(First)

(Middle)

C/O STAFFING 360 SOLUTIONS, INC.

641 LEXINGTON AVENUE, SUITE 1526

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Staffing 360 Solutions, Inc. [ STAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2014

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)
Common Stock, $0.00001 par value per share	11/30/2014		J⁽¹⁾		1,890,981	A	$1⁽¹⁾	3,607,847	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)
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)
Options Pursuant to Plan	$2	01/28/2014	01/28/2014	A		66,000		01/28/2014	01/28/2019	Option	66,000	⁽²⁾	66,000	D
Options Pursuant to Plan	$1	01/28/2014	01/28/2014	A⁽²⁾		264,000		01/28/2015⁽²⁾	01/28/2019	Option	264,000	⁽²⁾	264,000	D
Warrants for Debt Conversion	$1.25	11/30/2014	11/30/2014	J⁽¹⁾		2,080,079		11/30/2014	11/30/2024	Warrant	2,080,079	⁽¹⁾	2,080,079	D

Explanation of Responses:

1. These transactions are part of the conversion of an aggregate of $1,890,981 of principal and interest payments through the maturity date of a promissory note issued in connection with the acquisition of Initio International Holdings, Inc. ("Initio") into (i) 1,890,981 shares (the "Shares") of the Company's restricted common stock, par value $.00001 per share (the "Common Stock") (at the rate of $1.00 per share), and (ii) warrants to purchase 2,080,079 shares of Common Stock at a per share exercise price of $1.25 per share, exercisable for ten (10) years from the date of conversion.

2. These options were awarded on 1/28/2014 as part of the Company's stock option plan. They vest as follows: i) 66,000 of the options vest immediately at an exercise price of $2.00 (see Row #1), and ii) 66,000 vest each anniversary until an additional 264,000 options have vested at an exercise price of $1.00 (see Row #2). Each of the options are exercisable for a term of 5 years of the initial transaction date (i.e. 1/28/2019).

	/s/ Brendan Flood	01/02/2015
	** 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).
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