Sec Form 4 Filing - DERRICK DAVID G @ ACTIVECARE, INC. - 2012-10-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DERRICK DAVID G
2. Issuer Name and Ticker or Trading Symbol
ACTIVECARE, INC. [ ACAR]
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
(Last) (First) (Middle)
1401 NORTH 1075 WEST, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
10/25/2012
(Street)
FARMINGTON, UT84025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/15/2013 P( 8 ) 159,999 ( 8 ) A $ 0.75 ( 8 ) 5,033,821 ( 16 ) I By ADP Management Corporation ( 10 )
Common Stock 08/29/2013 P 58,966 A $ 1 ( 2 ) 5,092,787 I By ADP Management Corporation ( 10 )
Common Stock 09/01/2013 A 350,000 A 5,442,787 I By ADP Management Corporation ( 10 )
Common Stock 09/30/2013 A 16,352 A 5,459,139 I By ADP Management Corporation ( 10 )
Common Stock 10/13/2013 S( 7 ) 1,000,000 D $ 0.75 4,459,139 I By ADP Management Corporation ( 10 )
Common Stock 11/06/2013 G V 116,352 D $ 0 4,342,787 I By ADP Management Corporation ( 10 )
Common Stock 12/12/2013 S( 7 ) 166,667 D $ 0.75 4,176,120 I By ADP Management Corporation ( 10 )
Common Stock 12/16/2013 A 1,120,000 A 5,296,120 I By ADP Management Corporation ( 10 )
Common Stock 12/16/2013 P( 9 ) 79,999 ( 9 ) A $ 0.75 ( 9 ) 5,376,119 I By ADP Management Corporation ( 10 )
Common Stock 12/16/2013 P 17,500 A $ 1 ( 2 ) 5,393,619 I By ADP Management Corporation ( 10 )
Common Stock 12/31/2013 A 9,357 A 5,402,976 I By ADP Management Corporation ( 10 )
Common Stock 01/27/2014 A 8,000 A 5,410,976 I By ADP Management Corporation ( 10 )
Common Stock 01/30/2014 S( 7 ) 33,333 D $ 0.75 5,377,643 I By ADP Management Corporation ( 10 )
Common Stock 03/18/2014 S( 7 ) 266,668 D $ 0.75 5,110,975 I By ADP Management Corporation ( 10 )
Common Stock 03/31/2014 A 566,600 A 5,677,575 I By ADP Management Corporation ( 10 )
Common Stock 03/31/2014 P 4,000 A $ 1 ( 13 ) 5,681,575 I By ADP Management Corporation ( 10 )
Common Stock 05/20/2014 P 2,500 A $ 0.5 5,684,075 I By ADP Management Corporation ( 10 )
Common Stock 05/22/2014 A 5,000 A 5,689,075 I By ADP Management Corporation ( 10 )
Common Stock 06/25/2014 A 5,000,000 A $ 0.45 ( 5 ) 10,689,075 I By ADP Management Corporation ( 10 )
Common Stock 06/25/2014 A 110,000 A $ 0.45 ( 6 ) 10,799,075 I By ADP Management Corporation ( 10 )
Common Stock 08/22/2014 S( 7 ) 312,500 D $ 0.4 10,486,575 I By ADP Management Corporation ( 10 )
Common Stock 09/09/2014 S( 7 ) 1,500,000 D $ 0.365 8,986,575 I By ADP Management Corporation ( 10 )
Common Stock 10/01/2014 A 275,000 A $ 0.3 ( 6 ) 9,261,575 I By ADP Management Corporation ( 10 )
Common Stock 09/03/2014 S( 7 ) 4,000 D $ 0.25 4,750 ( 16 ) I By Purizer Corporation ( 11 )
Common Stock 10/13/2013 P 1,000,000 A $ 0.75 1,212,500 ( 16 ) I By Schwartz Group, LLC ( 12 )
Common Stock 10/25/2012 P 250 A $ 10 ( 2 ) 37,006 ( 15 ) ( 16 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock ( 3 ) ( 4 ) 12/16/2013 D( 3 ) 160,000 ( 4 ) ( 4 ) Common Stock 1,120,000 ( 3 ) ( 4 ) 0 D
Warrants $ 0.1 03/31/2014 D 566,600 ( 17 ) 07/12/2017 Common Stock 566,600 ( 14 ) 150,000 I By ADP Management Corporation ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DERRICK DAVID G
1401 NORTH 1075 WEST, SUITE 240
FARMINGTON, UT84025
X X Executive Chairman
ADP MANAGEMENT CORP
1401 N. 1075 W., STE. 240
FARMINGTON, UT84025
X
Signatures
David G. Derrick 11/26/2014
Signature of Reporting Person Date
By: David G. Derrick, Secretary and Treasurer 11/26/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock were granted to pay dividends on shares of Series D Preferred Stock which were originally issued as compensation for services provided by David Derrick, however, at Mr. Derrick's request, the shares were issued in the name of ADP Management Corporation.
( 2 )The shares of common stock were granted to pay origination fees for amounts loaned to issuer.
( 3 )The Reporting Person received 1,120,000 shares of common stock in exchange for 160,000 shares of Series D Preferred Stock in an issuer exchange offer. As explained in footnote 1, the shares of Series D Preferred Stock were originally issued as compensation for services provided by David Derrick, however, at Mr. Derrick's request, the shares were issued in the name of ADP Management Corporation.
( 4 )The Series D Preferred shares had a conversion ratio of five-for-one, were convertible at any time, and had no expiration date; however, under the terms of the issuer exchange offer, the Reporting Person was entitled to exchange each share of Series D Preferred Stock for seven shares of common stock.
( 5 )The shares represent a stock bonus granted to David Derrick; however, at Mr. Derrick's request, such shares were issued in the name of ADP Management Corporation.
( 6 )The shares of common stock were granted to pay accrued compensation for services rendered by David Derrick to issuer; however, at Mr. Derrick's request, such shares were issued in the name of ADP Management Corporation.
( 7 )The shares were disposed of in a private transaction.
( 8 )The purchase price for the shares consisted of the conversion of $120,000 in principal and interest on a convertible debenture issued by issuer into the shares at a conversion price of $0.75 per share.
( 9 )The purchase price for the shares consisted of the conversion of $106,666 in principal and interest on a convertible debenture issued by issuer into the shares at a conversion price of $0.75 per share.
( 10 )ADP Management Corporation is owned and controlled, in part, by David Derrick. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be dee med an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 11 )Purizer Corporation is owned and controlled, in part, by David Derrick. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 12 )Schwartz Group, LLC is owned, in part, by ADP Management Corporation. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 13 )The shares of common stock were granted to pay late fees on loan payments made by issuer to the Reporting Person.
( 14 )The Reporting Person received these shares of common stock in exchange for an equivalent number of Warrants in an issuer exchange offer. The shares actually received were net of a prior over-issuance of 17,500 shares to ADP Management Corporation for loan origination fees.
( 15 )Includes 35,876 shares of common stock that were incorrectly reported in the Reporting Person's Form 4 filed July 18, 2013 as being held by ADP Management Corporation.
( 16 )On May 16, 2013, issuer implemented a reverse stock split of its common shares at a ratio of 10-to-1. The share holdings set forth in this Form 4 reflect such reverse stock split.
( 17 )The Warrants are exercisable at a rate of 100,000 shares for every 5,000 customers of issuer. As of the date of the transaction in question, 734,100 of the Warrants were exercisable.

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