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^*

Bhatnagar Anshu

(Last)

(First)

(Middle)

9711 WASHINGTON BLVD., #550

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REALBIZ MEDIA GROUP, INC [ RBIZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2017

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	01/10/2017		M		11,581,467	A	$0.006⁽⁴⁾	11,581,467	D
Common Stock	01/10/2017		F⁽⁴⁾		2,331,838	D	$0.0298	9,249,629	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)
Warrants	$0.006	01/02/2017		A		11,581,467		01/02/2017	⁽⁵⁾	Common Stock	11,581,467	⁽¹⁾	11,581,467	D
Series A Convertible Preferred Stock	$1⁽²⁾	01/09/2017		A		100,000		01/09/2017	⁽⁵⁾	Common Stock	5,000	$0.0061	100,000	D
Series C Convertible Preferred Stock	$0.05⁽³⁾	01/06/2017		A		100,000		01/06/2017	⁽⁵⁾	Common Stock	10,000,000	$1	100,000	D
Warrants	$0.006	01/10/2017		M			11,581,467	01/02/2017	⁽⁵⁾	Common Stock	11,581,467	⁽¹⁾	0	D

Explanation of Responses:

1. The warrants were acquired pursuant to an agreement between Mr. Bhatnagar and the Company, dated January 2, 2017, pursuant to which Mr. Bhatnagar agreed to take on the role of director and CEO. No other consideration was paid for these warrants.

2. The number of shares received through conversion of Series A Convertible Preferred Stock is the Stated Value ($0.05) divided by the Conversion Price ($1.00), resulting in 0.05 shares of common stock issuable upon conversion of each share of Series A Convertible Preferred Stock.

3. The number of shares received through conversion of Series C Convertible Preferred Stock is the Stated Value ($5.00) divided by the Conversion Price ($0.05), resulting in 100 shares of common stock issuable upon conversion of each share of Series C Convertible Preferred Stock.

4. On January 10, 2017, the reporting person exercised a warrant to purchase 11,581,467 shares of common stock for $0.006 per share. The reporting person paid the exercise price on a cashless basis, resulting in a withholding of 2,331,838 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,249,629 shares.

5. No expiration date

	/s/ Anshu Bhatnagar	01/12/2017
	** 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).
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