SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Raw Alternative, LLC

(Last) (First) (Middle)
16030 VENTURA BLVD, SUITE 380

(Street)
ENCINO CA 91436

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2014
3. Issuer Name and Ticker or Trading Symbol
DigiPath,Inc. [ DIGP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share 20,000,000 D(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock, par value $0.001 06/07/2014 (3) Common Stock (3) (3) D(1)(2)(3)
Explanation of Responses:
1. These securities are directly held by RAW Alternative, LLC ("RAW"). Mr. Philpott is the Manager of RAW and may be deemed to beneficially own these securities.
2. This Form 3 is filed jointly by the Reporting Owners. Mr. Philpott disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein as a member of RAW, and the filing of this statement by Mr. Philpott shall not be deemed an admission that, for purposes of Section 16 of Exchange Act or otherwise, Mr. Philpott is the beneficial owner of the securities reported herein held directly by RAW.
3. 400,000 shares of Series A Convertible Preferred Stock ("Series A Preferred") are held by RAW and are convertible into Common Stock at RAW's election at any time at a conversion price equal to the lesser of lesser of (A) $0.02 and (B) 70% of the average of the three (3) lowest daily VWAPs occurring during the 20 trading days immediately preceding conversion; provided, however, that RAW's holdings following a conversion may not exceed 4.99% of the Issuer's post-conversion outstanding shares unless RAW has given the Issuer 65 days prior written notice waiving such limitation.
/s/ Robert Philpott, Manager of RAW Alternative, LLC 01/28/2015
** 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 5 (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.
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