Sec Form 4 Filing - First Hudson Trust of New York @ National Properties Trust - 2016-02-12

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
First Hudson Trust of New York
2. Issuer Name and Ticker or Trading Symbol
National Properties Trust [ ENTI]
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)
4100 WEST FLAMINGO ROAD, SUITE 2750
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2016
(Street)
LAS VEGAS, NV89103-3949
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
Series A Preferred Stock ( 1 ) 02/04/2016 02/12/2016 S V 25,000,000 ( 2 ) D $ 40,000 ( 3 ) 0 ( 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
First Hudson Trust of New York
4100 WEST FLAMINGO ROAD
SUITE 2750
LAS VEGAS, NV89103-3949
X
Signatures
Randolph S. Hudson, Managing Trustee 03/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Preferred Stock is the issuer's control stock.
( 2 )On or about February 12, 2016, First Hudson Trust of New York ("First Trust") and Electronic Merchant Systems Rochester, Inc. ("EMSR") sold 50,000,000 shares of the issuer's Series A Preferred Stock (the "Control Stock") to an unrelated third party under the terms and provisions of a stock purchase agreement delivered on the deemed execution date. First Trust and EMSR each owned 25,000,000 shares of the Control Stock.
( 3 )The transaction with the unrelated third party also called for First Trust and EMSR (previously defined in footnote second hereof) to sell their respective interests in another corporation, the shares of which in the other corporation comprised the selling price. The issuer's stock was an added value benefit to that certain stock purchase agreement and represented little, if any, of the sale and purchase price. The purchase price was to have been distributed equally to First Trust and EMSR.
( 4 )First Trust and EMSR (previously defined in footnote second hereof) collectively owned 50,000,000 shares of the issuer's control stock. The reporting person hereunder owned 25,000,000 shares; however, that certain stock purchase agreement called for the sale of the entire 50,000,000 shares of control stock, which included EMSR's holdings in the issuer. Following the disposition of the shares in the issuer, First Trust did not own any shares in the issuer.

Remarks:
As a condition of the stock purchase transaction that resulted in the sale of First Trust's shares of Series A Preferred Stock, the reporting person's managing administrative trustee, who also served as the issuer's Chairman, President, and CEO, voluntarily resigned all of the offices and positions he held with the issuer.

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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