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^*

Sterling Erik

(Last)

(First)

(Middle)

5505 KALANIANAOLE HWY

(Street)

HONOLULU

96821

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Level Brands, Inc. [ LEVB ]

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)
02/06/2019

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, par value $0.001 per share	02/06/2019		G		15,000	D	$0	25,000	D
Common Stock, par value $0.001 per share	04/16/2019		S		25,000	D	$4	0	D
Common Stock, par value $0.001 per share	04/16/2019		S		166,667	D	$4	0	I	By Sterling Winters Trust⁽¹⁾
Common Stock, par value $0.001 per share	04/16/2019		S		283,000	D	$4	0	I	By EE1 Holdings, LLC⁽²⁾
Common Stock, par value $0.001 per share	04/16/2019		S		583,000	D	$4	0	I	By IM1 Holdings, LLC⁽³⁾

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)

Explanation of Responses:

1. The shares are held of record by Sterling Winters Living Trust u/t/d/ December 10, 1993 (the "Trust"). The reporting person is a trustee of the Trust and in such position has shared voting and dispositive control over securities held of record by the Trust. The reporting person disclaims beneficial ownership of the securities held of record by the Trust except to the extent of his pecuniary interest therein.

2. The shares are held of record by EE1 Holdings, LLC ("EE1 Holdings"). The Trust is the manager of EE1 Holdings. The reporting person, as a trustee of the Trust, has shared voting and dispositive control of the shares held of record by EE1 Holdings. The reporting person disclaims beneficial ownership of the securities held of record by EE1 Holdings except to the extent of his pecuniary interest therein.

3. The shares are held of record by IM1 Holdings, LLC ("IM1 Holdings"). The Trust is the manager of IM1 Holdings. The reporting person, as a trustee of the Trust, has shared voting and dispositive control of the shares held of record by IM1 Holdings. The reporting person disclaims beneficial ownership of the securities held of record by IM1 Holdings except to the extent of his pecuniary interest therein.

Remarks:

The reporting person ceased to be a director of the Issuer on December 27, 2018.

	/s/ Erik Sterling	04/17/2019
	** 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).
** 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.