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^*

Krohn John Michael

(Last)

(First)

(Middle)

11147 AURORA AVENUE

BUILDING 3

(Street)

URBANDALE

50322

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spotlight Innovation Inc. [ STLT ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, COO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2016

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	12/31/2016		C		1,666,667	A	⁽²⁾	6,039,562	I	By LLC⁽¹⁾⁽⁶⁾
Common Stock	12/31/2016		C		948,948	A	⁽³⁾	6,988,510	I	By LLC⁽¹⁾⁽⁶⁾
Common Stock	12/31/2016		C		194,363	A	⁽⁴⁾	7,182,873	I	By LLC⁽¹⁾⁽⁶⁾

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)
8% Convertible Note	⁽²⁾	12/31/2016		C			1,666,667⁽²⁾	12/31/2015	⁽²⁾	Common Stock	1,666,667⁽²⁾	⁽²⁾	0	I	By LLC⁽¹⁾
Convertible Note	⁽³⁾	12/31/2016		C			948,948⁽³⁾	12/19/2016	⁽³⁾	Common Stock	948,948⁽³⁾	⁽³⁾	0	I	By LLC⁽¹⁾
Convertible Note	⁽⁴⁾	12/31/2016		P		194,363⁽⁴⁾		12/31/2016	⁽⁴⁾	Common Stock	194,363⁽⁴⁾	⁽⁴⁾	194,363	I	By LLC⁽¹⁾
Common Stock Purchase Warrant	$1.2	12/31/2016		P		212,500⁽⁵⁾		12/31/2016	12/31/2018	Common Stock	212,500⁽⁵⁾	$1.2	212,500	I	By LLC⁽¹⁾
Convertible Note	⁽⁴⁾	12/31/2016		C			194,363⁽⁴⁾	12/31/2016	⁽⁴⁾	Common Stock	194,363⁽⁴⁾	⁽⁴⁾	0	I	By LLC⁽¹⁾

Explanation of Responses:

1. Based on 50% of total held by K4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.

2. This number is rounded to the nearest whole number. Represents 50% of the total number of shares (3,333,333) issued upon conversion of an 8% promissory note, in the principal amount of $2,500,000, originally issued to K4 on December 31, 2015 and subsequently amended and restated pursuant to that certain Forbearance and Refinancing Agreement dated October 18, 2016 (the "Refinanced Noted"). The Refinanced Note is convertible based on a conversion price of $0.75, as described in the Refinanced Note. The Maturity Date as defined in the Refinanced Note is December 31, 2021. The number of shares reported as securities underlying the Refinanced Note does not include shares issuable upon conversion of accrued interest.

3. This number is rounded to the nearest whole number. Represents 50% of the total number of shares (1,897,896) issued upon conversion of a 6% promissory note, in the principal amount of $830,000 owned by K4. The conversion price is equal to Seventy Percent (70%) of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion, ending on December 30, 2016. That six month average was $0.624 per share, and the conversion price (70%) was $0.437 per share, for a total of 1,897,896.

4. This number is rounded to the nearest whole number. Represents 50% of the total number of shares issuable upon conversion of a 6% promissory note in the principal amount of $170,000 owned by K4 (the "Note"). The Note is convertible into shares of common stock of the Company at a price equal to Seventy Percent (70%) of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion, ending on December 30, 2016. That six month average was $0.624 per share, and the conversion price (70%) was $0.437 per share, for a total of 388,726 shares.

5. Based on 50% of the total held by K4, 425,000, which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.

6. Includes 1,355,219 shares owned directly by the Reporting Person and 3,017,676 shares indirectly held based on 50% of total held by K4, which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.

	/s/ John Michael Krohn	01/04/2017
	** 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).
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