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^*

Cohen Scot

(Last)

(First)

(Middle)

C/O TRUE DRINKS

1007 BRIOSO DRIVE

(Street)

COSTA MESA

92627

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
True Drinks Holdings, Inc. [ TRUU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2019

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	04/26/2019		A		101,549,439	A	⁽¹⁾	109,031,887	D
Common Stock	04/26/2019		A		73,341,261	A	⁽²⁾	182,373,148	D
Common Stock	04/26/2019		A		73,341,261	A	⁽²⁾	73,341,261	I	By V3 Capital Partners LLC
Common Stock	04/26/2019		C		60,000	A	⁽³⁾	182,433,148	D
Common Stock	04/26/2019		C		16,000,000	A	⁽⁴⁾	198,433,148	D
Common Stock	04/26/2019		C		200,000	A	⁽³⁾	200,000	I	by IRA
Common Stock	04/26/2019		C		1,900,000	A	⁽³⁾	75,241,261	I	By V3 Capital Partners LLC
Common Stock	04/26/2019		C		200,000	A	⁽³⁾	200,000	I	By Scot Jason Cohen Foundation

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)
Series A Convertible Preferred Stock	$0.0044⁽⁵⁾	04/26/2019		A		3,750.97		⁽⁶⁾	⁽⁷⁾	Common Stock	84,624,602	⁽¹⁾	3,750.97	D
Warrants	$0.0044	04/26/2019		A		56,416,355		⁽⁸⁾	04/26/2024	Common Stock	56,416,355	⁽¹⁾	56,416,355	D
Series B Convertible Preferred Stock	⁽⁴⁾	04/26/2019		C			4,000	⁽⁹⁾	⁽⁹⁾	Common Stock	16,000,000	$0	0	D
Series B Convertible Preferred Stock	⁽³⁾	04/26/2019		C			3,750	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	60,000	$0	0	D
Series B Convertible Preferred Stock	⁽³⁾	04/26/2019		C			12,500	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	200,000	$0	0	I	By IRA
Series B Convertible Preferred Stock	⁽³⁾	04/26/2019		C			118,750	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,900,000	$0	0	I	By V3 Capital Partners LLC
Series B Convertible Preferred Stock	⁽³⁾	04/26/2019		C			12,500	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	200,000	$0	0	I	By Scot Jason Cohen Foundation

Explanation of Responses:

1. Securities received by the Reporting Person in exchange for 200,000 membership units of Charlie's Chalk Dust, LLC ("CCD") owned by the Reporting Person in connection with exchange of all outstanding membership units of CCD for securities of the Registrant, consisting of shares of the Registrant's common stock and Series A Convertible Preferred Stock ("Series A Preferred") (the "Exchange").

2. Shares issued to the Reporting Person as compensation for advisory services rendered by the Reporting Person in connection with Exchange.

3. Each share of Series B Convertible Preferred Stock ("Series B Preferred") was convertible into that number of shares of the Registrant's common stock equal to the stated value, $4 per share, divided by the conversion price of $0.25 per share.

4. Each share of Series D Convertible Preferred Stock ("Series D Preferred") was convertible into that number of shares of the Registrant's common stock equal to the stated value, $100 per share, divided by the conversion price of $0.025 per share.

5. Each share of Series A Preferred has a stated value of $100 per share, and is convertible into that number of shares of Common Stock equal to such stated value divided by 0.0044313.

6. Shares of Series A Preferred may be converted into shares of the Registrant's common stock at anytime after such date that the Registrant has amended it Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance thereunder by a sufficient amount to allow for the conversion of all derivative securities issued by the Registrant to individuals in connection with the Exchange (the "Charter Amendment").

7. Shares of Series A Preferred have no expiration date.

8. Warrants may be exercised at anytime after such date that the Registrant has effected the Charter Amendment.

9. Shares of the Series D Preferred were exercisable immediately upon issuance, and had no expiration date.

10. Shares of the Series B Preferred were exercisable immediately upon issuance, and had no expiration date.

	/s/ Scot Cohen	05/06/2019
	** 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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