Sec Form 4 Filing - Post Road Special Opportunity Fund II LP @ Digerati Technologies, Inc. - 2021-03-15

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 Post Road Special Opportunity Fund II LP 2. Issuer Name and Ticker or Trading Symbol Digerati Technologies, Inc. [ DTGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2021 (Street) STAMFORD, CT06901 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

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 Warrant (Right to Buy) $ 0.01 03/15/2021 S 26,190,054 ( 1 )( 2 ) 11/17/2030 Common Stock 26,190,054 ( 1 ) ( 2 ) 81,511,125 D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Post Road Special Opportunity Fund II LP 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT06901 X Post Road SOF GP II LLC 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT06901 X Post Road Group LP 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT06901 X Bogdan Michael 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT06901 X Davis Kevin C. 2 LANDMARK SQUARE, SUITE 207 STAMFORD, CT06901 X Signatures /s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II LP 03/17/2021 Signature of Reporting Person Date /s/ Michael Bogdan, as Managing Partner of Post Road SOF GP II LLC 03/17/2021 Signature of Reporting Person Date /s/ Michael Bogdan, as Managing Partner of Post Road Group LP 03/17/2021 Signature of Reporting Person Date /s/ Michael Bogdan 03/17/2021 Signature of Reporting Person Date /s/ Kevin C. Davis 03/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Warrant was originally issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") on November 17, 2020, was exercisable at any time at the holder's election into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.01 per share, and had an expiration date of November 17, 2030. On March 15, 2021, the Fund assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 24.32% of the Warrant, which portion of the Warrant is exercisable into 26,190,054 shares of Common Stock at any time at the holder's election, at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030. ( 2 )The approximately 24.32% of the Warrant was so assigned by the Fund to the Offshore Fund for consideration equal to that which the Fund originally paid to the Issuer for such portion of the Warrant and, as a result, that there was no profit in connection with such assignment for the purposes of Section 16 and the rules promulgated thereunder. ( 3 )Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. ( 4 )Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Offshore Fund has filed a Form 3 with the Securities and Exchange Commission on the date hereof with respect to its acquisition of a portion of the Warrant, as described herein.

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).

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