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^*

WILLIAMS TRYON M

(Last)

(First)

(Middle)

C/O SHOAL GAMES LTD

SUITE 103, 1715 COOK STREET

(Street)

VANCOUVER

V5Y 3J6

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHOAL GAMES LTD. [ SGLDF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2018

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	06/08/2018	06/08/2018	O		483,535	A	$0.5029⁽¹⁾	17,431,816	D
Common Stock								2,877,465	I	Discretionary Trust

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	$0.52	06/08/2018	06/08/2018	O			200,000	06/16/2017	06/15/2018	Common Stock	200,000	$0.52⁽¹⁾	0	D
Employee Stock (Right to Buy)	$0.43							12/22/2016	12/22/2021	Common Stock	100,000⁽³⁾		300,000	D
Employee Stock (Right to Buy)	$0.43							11/08/2017	11/08/2022	Common Stock	25,000⁽⁴⁾		300,000	D
Employee Stock (Right to Buy)	$0.42							06/04/2018	06/04/2023	Common Stock	175,000⁽²⁾		300,000	D

Explanation of Responses:

1. Mr T. M. Williams exercised 483,535 warrants at an exercise price of CAD$0.65 (Approximately US$0.5029) per warrant for 483,535 shares in Shoal Games Ltd.

2. Mr. T. M. Williams was granted 175,000 stock options at CAD$0.54 (approximately US$0.42) on June 4, 2018. These options vest immediately.

3. Mr. T. M. Williams was granted 100,000 stock options at CAD$0.54 (approximately US$0.43) on December 22, 2016. These options vest immediately.

4. Mr. T. M. Williams was granted 25,000 stock options at CAD$0.54 (approximately US$0.43) on November 8, 2017. These options vest immediately.

	/s/ T. M. Williams	06/13/2018
	** 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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