Sec Form 4 Filing - Roberts Shaun @ KonaRed Corp - 2014-06-26

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
Roberts Shaun
2. Issuer Name and Ticker or Trading Symbol
KonaRed Corp [ OB: KRED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President&CEO,Dir.,BoardChair
(Last) (First) (Middle)
2829 ALA KALANIKAUMAKA STREET, SUITE F-133
3. Date of Earliest Transaction (MM/DD/YY)
06/26/2014
(Street)
KOLOA, HI96756
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 shares 06/26/2014 S V 23,500 D $ 0.571 166,999( 1 ) D
Common shares 06/27/2014 S V 20,000 D $ 0.57 146,999( 1 ) D
Restricted Control Common Shares 10/04/2013 J( 2 )( 3 ) 7,815,386( 3 ) A $ 0.001( 4 ) 7,815,386( 3 ) D
Restricted Common Shares 10/04/2013 J( 2 )( 3 ) 34,934,614( 2 ) A $ 0( 5 ) 34,934,614( 2 ) I In trust for SITC shareholders
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roberts Shaun
2829 ALA KALANIKAUMAKA STREET
SUITE F-133
KOLOA, HI96756
X X President&CEO,Dir.,BoardChair
Signatures
/s/ Shaun Roberts 06/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )250,499 common shares were awarded to Shaun Roberts under a Form S-8 Registration Statement filed May 27, 2014 (the "Award Shares"). KRED separately registered the Award Shares under the 33 Act, by filing on May 29, 2014 a Post-Effective amendment to the Form S-8 Registration Statement which contained a re-offer prospectus in reference to the Award Shares.
( 2 )As reported in his Form 3 filing, Shaun Roberts was a founder, director, officer, and a majority shareholder of Sandwich Isles Trading Co., Inc. ('SITC'), which was purchased by KonaRed Corporation ("KRED") on October 4, 2013 under an Asset Purchase Agreement. As part of the Asset Purchase Agreement, Mr. Roberts and another SITC director were designated as trustees of 42,750,000 KRED restricted common shares to be distributed to SITC shareholders as the purchase price for SITC's assets.
( 3 )On May 23, 2014, SITC was dissolved as a corporation and processing of distribution of the KRED shares in trust began. Mr. Roberts own shareholdings of KRED restricted common shares is 7,815,386, based on an exchange ratio of 1.6757 KRED shares for each 1 SITC share previously held. Because processing of the share distribution is still underway, the balance of 34,934,614 shares which are still under Mr. Roberts' indirect ownership as a trustee were also reported in Mr. Roberts' Form 3 filing and herein.
( 4 )This is the price at which Mr. Roberts purchased these shares as a founder.
( 5 )Mr. Roberts is a trustee of these shares and was not the purchaser. Since Mr. Roberts is not the owner of these shares, no price is reported.

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