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*
Sprectrum Networks Group, LLC

(Last) (First) (Middle)
3712 E. HIGHLAND AVE

(Street)
PHOENIX AZ 85018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IOTA COMMUNICATIONS, INC. [ IOTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2018
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, par value $0.0001 09/05/2018 A 134,594,144 A (1) 134,594,144 D(2)
Common Stock, par value $0.0001 10/30/2019 J 36,864,715(3) D $0 97,729,429 D(2)
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*
Sprectrum Networks Group, LLC

(Last) (First) (Middle)
3712 E. HIGHLAND AVE

(Street)
PHOENIX AZ 85018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Downs Carole L.

(Last) (First) (Middle)
3712 E. HIGHLAND AVE.

(Street)
PHOENIX AZ 85018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares were received in connection with the merger (the "Merger") of Iota Networks, LLC into M2M Spectrum Networks, LLC, a former wholly-owned subsidiary of the Reporting Person, and includes 129,555,432 shares of common stock issued in connection with the Merger and 5,038,712 shares of common stock issued as a result of a conversion of $5 million plus accrued interest of convertible debt held by the Reporting Person. On the effective date of the Merger, the closing price of the Issuer's common stock was $0.99 per share.
2. The securities reported as directly beneficially owned by the Reporting Person may be deemed to be indirectly beneficially owned by Ms. Carole Downs, who is a managing member of the Reporting Person. Ms. Downs disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
3. These shares were distributed to James B. Knapp, a member of the Reporting Person, and director of the Issuer.
Remarks:
/s/ Carole Downs for Spectrum Networks Group, LLC 07/23/2020
/s/ Carole Downs 07/23/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.