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^*

Walesa James

(Last)

(First)

(Middle)

C/O CLEARDAY INC.

8800 VILLAGE DRIVE

(Street)

SAN ANTONIO

78217

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2021

3. Issuer Name and Ticker or Trading Symbol
Clearday, Inc. [ SCON ]

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

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

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	1,004,863	D

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)
Series F Preferred Stock⁽¹⁾	⁽¹⁾	⁽²⁾	Common Stock	623,111	⁽²⁾	D
Warrants⁽¹⁾	⁽¹⁾	11/15/2029	Common Stock	242,412	$5	D
AIU Alternative Care Inc. Series I Preferred Stock⁽¹⁾	⁽¹⁾	06/09/2031	Common Stock	112,499⁽³⁾	⁽³⁾	D
Clearday Alternative Care OZ Fund LP Units⁽¹⁾	⁽¹⁾	06/09/2031	Common Stock	26,769⁽³⁾	⁽³⁾	D

Explanation of Responses:

1. Each security may be converted or exchanged at the holder's option, but limited to the extent that reporting person's resulting beneficial ownership (incl. shares owned by reporting person's affiliates (as defined by the Securities Act) would exceed 4.99%, unless limitation is waived by the reporting person's by notice of at least 61 days to the Issuer. The reporting person has provided such notice.

2. No exercise price or expiration date. Exchange rate for this security is 1 share of preferred stock to 2.384656 shares of common stock.

3. Exchange rate equal to (i) the aggregate investment amount plus accrued dividends at 10.25% per annum (assumed $899,994 and $214,153 for the preferred stock and the limited partnership units, respectively), (ii) divided by 80% of the common stock 20 consecutive day volume weighted closing price preceding the conversion date (assumed $10.00).

	/s/ James T. Walesa	09/10/2021
	** 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.