Sec Form 3 Filing - Parscale Bradley James @ AiAdvertising, Inc. - 2023-04-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Parscale Bradley James
2. Issuer Name and Ticker or Trading Symbol
AiAdvertising, Inc. [ AIAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% owner group(*)
(Last) (First) (Middle)
1512 E BROWARD BLVD
3. Date of Earliest Transaction (MM/DD/YY)
04/11/2023
(Street)
FORT LAUDERDALE, FL33301
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 Stock 5,000,000 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 Preferred Stock ( 1 ) 08/01/2017 ( 1 ) Common Stock 215,052,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parscale Bradley James
1512 E BROWARD BLVD
FORT LAUDERDALE, FL33301
Member of 10% owner group(*)
Signatures
By: Bradley Parscale /s/ Bradley Parscale 04/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series D Preferred Stock has a stated value of $100 and is convertible into 2,500 shares of Common Stock, subject to adjustments. The Series D Preferred Stock may be converted by the holder at any time upon 90 days' notice and has no expiration date. The rights and limitations of the Series D Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed by the Issuer with the SEC on August 2, 2017.

Remarks:
* On April 11, 2023, pursuant to a securities purchase agreement between Hexagon Partners, Ltd. ("Hexagon") and the Issuer (the "SPA"), Hexagon purchased 2,272,727 shares of Series I Preferred Stock (the "Preferred Stock"). Each share of Series I Preferred Stock is convertible at the option of the holder into 400 shares of common stock of the Issuer ("Common Stock"). Accordingly, Hexagon, its general partner Texas Star Management Company, LLC ("TSMC"), and TSMC's manager Timothy Dunn reported on Schedule 13D voting power of 40.6% of the Issuer's Common Stock. Mr. Parscale is not a party to the SPA but has consulted with Hexagon, TSMC, and Mr. Dunn with respect to the transactions contemplated by the SPA. Mr. Parscale holds 5,000,000 shares of Common Stock he received from the conversion of Series D Preferred Stock. Mr. Parscale expressly disclaims beneficial ownership of the securities held by Hexagon.

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).

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