SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sterling Erik

(Last)

(First)

(Middle)

4521 SHARON ROAD

SUITE 407

(Street)

CHARLOTTE

28211

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 per share	166,667	I	By the Sterling Winters Living Trust⁽¹⁾
Common stock, par value $0.001 per share	866,000	I	By the Sterling Winters Living Trust as Manager⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted stock award	01/01/2018	⁽³⁾	common stock	40,000	$0.00	D

Explanation of Responses:

1. Shares held of record by the Sterling Winters Living Trust u/t/d/ December 10, 1993 (the "Trust"). Mr. Sterling is a trustee of the Trust and in such position has shared voting and dispositive control over securities held of record by the Trust. Mr. Sterling disclaims beneficial ownership of the securities held of record by the Trust except to the extent of his pecuniary interest therein. Additional information on these holdings are disclosed in a Schedule 13D filed by the Trust, Mr. Sterling as trustee and Mr. Jason Winters, as trustee of the Trust, with the SEC on November 16, 2017.

2. Includes 583,000 shares held of record by IM1 Holdings, LLC ("IM1 Holdings") and 283,000 shares held of record by record by EE1 Holdings LLC ("EE1 Holdings"). The Trust is the manager and a member of both IM1 Holdings and EE1 Holdings. Mr. Sterling, as a trustee of the Trust, has shared voting and dispositive control of the shares held of record by IM1 Holdings and EE1 Holdings. Mr. Sterling disclaims beneficial ownership of the securities held of record by IM1 Holdings and EE1 Holdings except to the extent of his pecuniary interest therein. Additional information on these holdings are disclosed in a Schedule 13D filed by the Trust, Mr. Sterling as trustee of the Trust and Mr. Jason Winters as a trustee of the Trust with the SEC on November 16, 2017

3. none

	/s/ Mark S. Elliott, Attorney-in-Fact	11/16/2017
	** 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 5 (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.