0001019687-16-005812.txt : 20160411 0001019687-16-005812.hdr.sgml : 20160411 20160411191512 ACCESSION NUMBER: 0001019687-16-005812 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160228 FILED AS OF DATE: 20160411 DATE AS OF CHANGE: 20160411 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CV Sciences, Inc. CENTRAL INDEX KEY: 0001510964 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 800944970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2688 SOUTH RAINBOW AVENUE, SUITE B CITY: LAS VEGAS STATE: NV ZIP: 89146 BUSINESS PHONE: 866-290-2157 MAIL ADDRESS: STREET 1: 2688 SOUTH RAINBOW AVENUE, SUITE B CITY: LAS VEGAS STATE: NV ZIP: 89146 FORMER COMPANY: FORMER CONFORMED NAME: CannaVEST Corp. DATE OF NAME CHANGE: 20130205 FORMER COMPANY: FORMER CONFORMED NAME: Foreclosure Solutions, Inc. DATE OF NAME CHANGE: 20110124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mackay Ventures LLC CENTRAL INDEX KEY: 0001614961 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54677 FILM NUMBER: 161566126 BUSINESS ADDRESS: STREET 1: 6325 S. JONES BOULEVARD #500 CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 801-734-0263 MAIL ADDRESS: STREET 1: 6325 S. JONES BOULEVARD #500 CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER NAME: FORMER CONFORMED NAME: Mackay Ventures Inc. DATE OF NAME CHANGE: 20140725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercia Holdings LLC CENTRAL INDEX KEY: 0001562880 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54677 FILM NUMBER: 161566127 BUSINESS ADDRESS: STREET 1: 601 S. RANCHO DR. A-7 CITY: LAS VEGAS STATE: NV ZIP: 89106 BUSINESS PHONE: 801-734-0263 MAIL ADDRESS: STREET 1: 601 S. RANCHO DR. A-7 CITY: LAS VEGAS STATE: NV ZIP: 89106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mai Dun Ltd LLC CENTRAL INDEX KEY: 0001562881 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54677 FILM NUMBER: 161566128 BUSINESS ADDRESS: STREET 1: 601 S. RANCHO DR. A-7 CITY: LAS VEGAS STATE: NV ZIP: 89106 BUSINESS PHONE: 801-734-0263 MAIL ADDRESS: STREET 1: 601 S. RANCHO DR. A-7 CITY: LAS VEGAS STATE: NV ZIP: 89106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roen Ventures LLC CENTRAL INDEX KEY: 0001614962 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54677 FILM NUMBER: 161566129 BUSINESS ADDRESS: STREET 1: 6325 S. JONES BLVD. CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 801-734-0263 MAIL ADDRESS: STREET 1: 6325 S. JONES BLVD. CITY: LAS VEGAS STATE: NV ZIP: 89118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mackay Bart P CENTRAL INDEX KEY: 0001562879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54677 FILM NUMBER: 161566130 MAIL ADDRESS: STREET 1: 601 S. RANCHO DR. A-7 CITY: LAS VEGAS STATE: NV ZIP: 89106 4 1 mackay_f4.xml OWNERSHIP DOCUMENT X0306 4 2016-02-28 0 0001510964 CV Sciences, Inc. CANV 0001562879 Mackay Bart P 6325 S. JONES BLVD. #500 LAS VEGAS NV 89118 1 0 0 1 Member 10% holding group 0001614962 Roen Ventures LLC 6325 S. JONES BLVD. #500 LAS VEGAS NV 89118 0 0 0 1 Member 10% holding group 0001562881 Mai Dun Ltd LLC 6325 S. JONES BLVD. #500 LAS VEGAS NV 89118 0 0 0 1 Member 10% holding group 0001562880 Mercia Holdings LLC 6325 S. JONES BLVD. #500 LAS VEGAS NV 89118 0 0 0 1 Member 10% holding group 0001614961 Mackay Ventures LLC 6325 S. JONES BLVD. #500 LAS VEGAS NV 89118 0 0 0 1 Member 10% holding group Common Stock 2016-02-28 4 J 0 1600000 0 D 0 D Common Stock 75000 D Common Stock 5463162 D Common Stock 618564 D Common Stock 5408530 I See footnote Common Stock 6081726 I See footnote On February 28, 2016, Roen Ventures LLC ("Roen Ventures") transferred and assigned 1,600,000 shares of the Issuer's common stock to Far West Industries ("Far West") pursuant to that certain Settlement Agreement, dated September 10, 2015, by and between Roen Ventures and Far West. No cash consideration was paid by Far West for the transfer of the shares. The shares were transferred in consideration of the release of all claims against Roen Ventures by Far West. The closing price per share as quoted on the OTC Bulletin Board on September 10, 2015 was $0.90. No securities of the Issuer 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"). The securities are directly owned by Mr. Mackay, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mackay Ventures for purposes of Section 13(d) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. 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. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. 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. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. 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. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Represents Mr. Mackay's ownership interest in the securities held by each of Mai Dun, Mercia and Mackay 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 Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. /s/ Bart P. Mackay 2016-04-11 /s/ Bart Mackay, Sole Manager of Roen Ventures LLC 2016-04-11 /s/ Bart Mackay, Sole Manager of Mai Dun Limited, LLC 2016-04-11 /s/ Bart Mackay, Sole Manager of Mercia Holdings LLC 2016-04-11 /s/ Bart Mackay, Manager of Mackay Ventures LLC 2016-04-11