Sec Form 4 Filing - Post Road Special Opportunity Fund II Offshore LP @ Digerati Technologies, Inc. - 2021-07-13

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 Offshore 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) 07/13/2021 (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 07/13/2021 P 10,750,452 ( 1 ) 11/17/2030 Common Stock 10,750,452 ( 1 ) 36,940,506 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Post Road Special Opportunity Fund II Offshore 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 07/13/2021 Signature of Reporting Person Date /s/ Michael Bogdan, as Managing Partner of Post Road SOF GP II LLC 07/13/2021 Signature of Reporting Person Date /s/ Michael Bogdan, as Managing Partner of Post Road Group LP 07/13/2021 Signature of Reporting Person Date /s/ Michael Bogdan 07/13/2021 Signature of Reporting Person Date /s/ Kevin C. Davis 07/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 13, 2021, Post Road Special Opportunity Fund II LP (the "Fund") assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 13.19% of a warrant (the "Warrant") issued by Digerati Technologies, Inc. (the "Issuer") to the Fund. The 13.19% of the Warrant so assigned by the Fund to the Offshore Fund is exercisable into 10,750,452 shares of the Issuer's common stock, par value $0.001 per share ("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 )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. ( 3 )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 Fund, the General Partner, the Manager and the Managing partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to the Fund's assignment of the approximately 13.19% of the Warrant described herein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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