Sec Form 4 Filing - DeFranco Terrence @ IOTA COMMUNICATIONS, INC. - 2020-10-20

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 DeFranco Terrence 2. Issuer Name and Ticker or Trading Symbol IOTA COMMUNICATIONS, INC. [ IOTC] 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 (Last) (First) (Middle) 600 HAMILTON STREET, SUITE 1010 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2020 (Street) ALLENTOWN, PA18101 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 10/20/2020 A 44,864,714 A 45,873,047 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 Stock Options (right to buy) ( 2 ) 05/19/2021 D 13,475,000 ( 2 ) ( 2 ) Common stock 13,475,000 ( 2 ) 0 D Stock Options (right to buy) $ 0.27 05/19/2021 A 13,475,000 ( 3 ) 05/19/2026 Common stock 13,475,000 ( 3 ) 13,475,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeFranco Terrence 600 HAMILTON STREET SUITE 1010 ALLENTOWN, PA18101 X X CEO, President Signatures /s/ Terrence DeFranco 05/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were distributed to the Reporting Person by Spectrum Networks Group, LLC, a company in which the Reporting Person was a member at the time of such distribution. ( 2 )Options to acquire up to 13,475,000 common stock of the issuer previously granted to the Reporting Persons were cancelled and returned to the issuer pursuant to the Stock Option Termination Agreement between the Reporting Person and the issuer, dated May 19, 2021. These options were granted by the Issuer to the Reporting Person under the Issuer's equity incentive plans and included the following options: (i) an option granted on April 8, 2014 to acquire 675,000 shares at an exercise price of $1.20 per share; (ii) an option granted on April 22, 2016 to acquire 500,000 shares at an exercise price of $0.60 per share; (iii) an option granted on April 22, 2016 to acquire 300,000 shares at an exercise price of $1.20 per share; (iv) an option granted on September 5, 2018 to acquire 4,000,000 shares at an exercise price of $0.99 per share, and (v) an option granted on April 1, 2019 to acquire 8,000,000 shares at an exercise price of $0.50 per share. ( 3 )These options were granted by the Issuer to the Reporting Person on May 19, 2021 pursuant to the Issuer's 2017 Equity Incentive Plan and are fully vested upon issuance.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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