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*
Mackay Bart P

(Last) (First) (Middle)
6325 S. JONES BLVD.

(Street)
LAS VEGAS NV 89118

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CannaVEST Corp. [ CANV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Member 10% holding group
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/17/2015 J(1) 7,575,836 D $0.4197(1) 2,424,164 D(2)
Common Stock 5,463,162 D(3)
Common Stock 1,212,082 I See footnote(4)
Common Stock 1,212,082 I See footnote(5)
Common Stock 618,564 D(6)
Common Stock 7,808,452 I See footnote(7)
Common Stock 8,505,890 I See footnote(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Mackay Bart P

(Last) (First) (Middle)
6325 S. JONES BLVD.

(Street)
LAS VEGAS NV 89118

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
Member 10% holding group
1. Name and Address of Reporting Person*
Mai Dun Ltd LLC

(Last) (First) (Middle)
6325 S. JONES BLVD.

(Street)
LAS VEGAS NV 89118

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member 10% holding group
1. Name and Address of Reporting Person*
Mercia Holdings LLC

(Last) (First) (Middle)
6325 S. JONES BLVD.

(Street)
LAS VEGAS NV 89118

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member 10% holding group
1. Name and Address of Reporting Person*
Roen Ventures LLC

(Last) (First) (Middle)
6325 S. JONES BLVD.

(Street)
LAS VEGAS NV 89118

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member 10% holding group
1. Name and Address of Reporting Person*
Mackay Ventures LLC

(Last) (First) (Middle)
6325 S. JONES BLVD.

(Street)
LAS VEGAS NV 89118

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member 10% holding group
Explanation of Responses:
1. As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on July 20, 2015, on July 17, 2015, Roen Ventures LLC ("Roen Ventures") transferred and assigned 7,575,836 shares of the Issuer's common stock to James J. Mahoney and Cross & Company in satisfaction of certain defaulted debt obligations of Roen Ventures in the aggregate amount of $3,179,952.30. No consideration was paid for the transfer of the shares.
2. The securities are directly owned by Roen Ventures, who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia"), Mackay Ventures LLC ("Mackay Ventures") and Bart Mackay ("Mr. Mackay") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Mai Dun and Mercia are the sole members of Roen Ventures. Mr. Mackay is the sole manager of Roen Ventures, and may be deemed to possess sole voting and investment control over the securities held by Roen Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
3. The securities are directly owned by Mai Dun, who is a member of a "group" with Roen Ventures, Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
4. Represents Mai Dun's 50% ownership interest in the securities held by Roen Ventures. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
5. Represents Mercia's 50% ownership interest in the securities held by Roen Ventures. Mercia does not own any securities of the Issuer directly. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mercia, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
6. The securities are directly owned by Mackay Ventures, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
7. Represents Mackay Ventures' 99% ownership interest in the securities held by each of Mai Dun and Mercia. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
8. Represents Mr. Mackay's ownership interest in the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures. Mai Dun and Mercia each own a 50% interest in Roen Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment control over the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
/s/ Bart Mackay, Sole Manager of Roen Ventures LLC 08/25/2015
/s/ Bart Mackay, Sole Manager of Mai Dun Limited LLC 08/25/2015
/s/ Bart Mackay, Sole Manager of Mercia Holdings LLC 08/25/2015
/s/ Bart Mackay, President of Mackay Ventures LLC 08/25/2015
/s/ Bart Mackay 08/25/2015
** 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).
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