Sec Form 4 Filing - Pertile Richard K @ Acacia Diversified Holdings, Inc. - 2016-12-12

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
Pertile Richard K
2. Issuer Name and Ticker or Trading Symbol
Acacia Diversified Holdings, Inc. [ ACCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, President, Chairman
(Last) (First) (Middle)
13575 58TH STREET NORTH - #138
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2016
(Street)
CLEARWATER, FL33760
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 12/12/2016 P( 1 ) 1,200,000 ( 1 ) A $ 0.5 ( 2 ) 2,234,000 ( 3 ) ( 4 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pertile Richard K
13575 58TH STREET NORTH - #138
CLEARWATER, FL33760
X X CEO, President, Chairman
Signatures
/s/ Richard K. Pertile 12/16/2016
Signature of Reporting Person Date
by Steven L. Sample, PoA 12/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting Person acquired 1,200,000 shares of the Common stock of Issuer in a transaction relating to the exchange of equity shares of Issuer for cancellation of $500,000 in debt and for an additional injection of $100,000 into Issuer for operating capital.
( 2 )Price was fixed by the board of directors as an incentive for Reporting Person to exchange equity shares for debt and to infuse additional operating capital into the Company.
( 3 )In conjunction with the acquisition of these shares, Reporting Person became a shareholder of greater than 10% the issued and outstanding shares of Issuer.
( 4 )In addition to the shares beneficially held by Reporting Person, he also holds: (1) a Proxy to vote 2,500,000 shares of another affiliate of the Company; and, (ii) holds those shares in trust under a Right of First Refusal to acquire them from the other affiliated person at any time between April 4th and May 4th of 2019. This Proxy brings the total sole dispositive voting power of 4,734,000 votes.

Remarks:
In addition to the 2,234,000 Common shares beneficially held by Reporting Person, he also holds: (1) a Proxy to vote 2,500,000 shares of another affiliate of the Company; and, (ii) holds those shares in trust under a Right of First Refusal to acquire them from the other affiliated person at any time between April 4th and May 4th of 2019. This Proxy brings the total sole dispositive voting power of 4,734,000 votes.

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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