Sec Form 4 Filing - Smith Vincent C @ True Drinks Holdings, Inc. - 2015-10-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Smith Vincent C 2. Issuer Name and Ticker or Trading Symbol True Drinks Holdings, Inc. [ TRUU] 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) 2560 E. CHAPMAN AVENUE #173 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2015 (Street) ORANGE, CA92869 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

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 Series C Convertible Preferred Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 10/16/2015 P 8,823 ( 3 ) ( 3 ) Common Stock 5,882,000 ( 2 ) $ 113.33 26,471 I Red Beard Holdings, LLC ( 4 ) Common Stock Warrant (Right to Acquire) ( 5 ) $ 0.17 ( 5 ) 10/16/2015 P 1,816,500 ( 6 ) ( 6 ) Common Stock 1,816,500 $ 0 1,816,500 I Red Beard Holdings, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Vincent C 2560 E. CHAPMAN AVENUE #173 ORANGE, CA92869 X Signatures /s/ Vincent C. Smith 10/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 16, 2015, the Issuer entered into Amendment No. 1 to the Securities Purchase Agreement (the "Amendment") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), which amended the terms of that certain Securities Purchase Agreement, originally entered into by the parties on August 13, 2015. Pursuant to the Amendment, Red Beard purchased an additional 8,823 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of October 16, 2015 (the "Amendment Closing") for $113.33 per share. ( 2 )Each share of Series C Preferred has a stated value of $100 per share (the "Stated Value") and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the Stated Value, divided by $0.15 per share. As a result, the 8,823 shares of Series C Preferred are convertible into 5,882,000 shares of the Common Stock. ( 3 )The shares of Series C Preferred are exercisable immediately upon issuance and have no expiration date. ( 4 )The securities reported in this row are held by Red Beard. The Reporting Person is the Manager of Red Beard and has sole power to vote and dispose of the securities held by Red Beard. ( 5 )Pursuant to the Amendment, Red Beard also acquired warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 35% of the number of shares of Common Stock determined by dividing (x) the Stated Value of the shares of Series C Preferred purchased in the Amendment Closing by (y) the exercise price of the Warrants, which is $0.17 per share. Accordingly, Red Beard received Warrants to purchase an aggregate of 1,816,500 shares of the Common Stock. ( 6 )The Warrants have a five-year term and are immediately exercisable.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.