Sec Form 4 Filing - Dullinger James Francis @ IOTA COMMUNICATIONS, INC. - 2021-05-21

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 Dullinger James Francis 2. Issuer Name and Ticker or Trading Symbol IOTA COMMUNICATIONS, INC. [ IOTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O IOTA COMMUNICATIONS, INC., 645 HAMILTON STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2021 (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 05/21/2021 M( 1 ) 408,163 A $ 0.12 408,163 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) $ 0.12 05/21/2021( 2 ) M 800,000 ( 2 ) 12/09/2029 Common Stock ( 1 ) ( 2 ) $ 0 1,200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dullinger James Francis C/O IOTA COMMUNICATIONS, INC. 645 HAMILTON STREET, SUITE 400 ALLENTOWN, PA18101 Chief Financial Officer Signatures /s/ James Dullinger 05/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 21, 2021, the Reporting Person exercised, via a cashless exercise, stock options to acquire 800,000 shares of common stock of the issuer, at the exercise price of $0.12 per share. In connection with the cashless exercise of these stock options, the issuer withheld options to acquire 391,837 shares of common stock of the issuer to satisfy the exercise price and issued to the Reporting Person the remaining 408,163 shares of common stock. ( 2 )The options to purchase an aggregate of 2,000,000 shares of common stock of the issuer were granted to the Reporting Person on December 9, 2019. Pursuant to the Stock Option Modification Agreement between the issuer and the Reporting Person, these options became fully vested on December 8, 2020, with 50% of the stock options exercisable at the exercise price of $0.12 per share; 25% of the stock options exercisable at the exercise price of $0.25 per share; and the remaining 25% of the stock options exercisable at the exercise price of $0.35 per share.

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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