Sec Form 4 Filing - Cohen Scot @ True Drinks Holdings, Inc. - 2019-04-26

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 Cohen Scot 2. Issuer Name and Ticker or Trading Symbol True Drinks Holdings, Inc. [ TRUU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRUE DRINKS, 1007 BRIOSO DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2019 (Street) COSTA MESA, CA92627 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 04/26/2019 A 101,549,439 A 109,031,887 D Common Stock 04/26/2019 A 73,341,261 A 182,373,148 D Common Stock 04/26/2019 A 73,341,261 A 73,341,261 I By V3 Capital Partners LLC Common Stock 04/26/2019 C 60,000 A 182,433,148 D Common Stock 04/26/2019 C 16,000,000 A 198,433,148 D Common Stock 04/26/2019 C 200,000 A 200,000 I by IRA Common Stock 04/26/2019 C 1,900,000 A 75,241,261 I By V3 Capital Partners LLC Common Stock 04/26/2019 C 200,000 A 200,000 I By Scot Jason Cohen Foundation

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 A Convertible Preferred Stock $ 0.0044 ( 5 ) 04/26/2019 A 3,750.97 ( 6 ) ( 7 ) Common Stock 84,624,602 ( 1 ) 3,750.97 D Warrants $ 0.0044 04/26/2019 A 56,416,355 ( 8 ) 04/26/2024 Common Stock 56,416,355 ( 1 ) 56,416,355 D Series B Convertible Preferred Stock ( 4 ) 04/26/2019 C 4,000 ( 9 ) ( 9 ) Common Stock 16,000,000 $ 0 0 D Series B Convertible Preferred Stock ( 3 ) 04/26/2019 C 3,750 ( 10 ) ( 10 ) Common Stock 60,000 $ 0 0 D Series B Convertible Preferred Stock ( 3 ) 04/26/2019 C 12,500 ( 10 ) ( 10 ) Common Stock 200,000 $ 0 0 I By IRA Series B Convertible Preferred Stock ( 3 ) 04/26/2019 C 118,750 ( 10 ) ( 10 ) Common Stock 1,900,000 $ 0 0 I By V3 Capital Partners LLC Series B Convertible Preferred Stock ( 3 ) 04/26/2019 C 12,500 ( 10 ) ( 10 ) Common Stock 200,000 $ 0 0 I By Scot Jason Cohen Foundation

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Scot C/O TRUE DRINKS 1007 BRIOSO DRIVE COSTA MESA, CA92627 X Signatures /s/ Scot Cohen 05/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities received by the Reporting Person in exchange for 200,000 membership units of Charlie's Chalk Dust, LLC ("CCD") owned by the Reporting Person in connection with exchange of all outstanding membership units of CCD for securities of the Registrant, consisting of shares of the Registrant's common stock and Series A Convertible Preferred Stock ("Series A Preferred") (the "Exchange"). ( 2 )Shares issued to the Reporting Person as compensation for advisory services rendered by the Reporting Person in connection with Exchange. ( 3 )Each share of Series B Convertible Preferred Stock ("Series B Preferred") was convertible into that number of shares of the Registrant's common stock equal to the stated value, $4 per share, divided by the conversion price of $0.25 per share. ( 4 )Each share of Series D Convertible Preferred Stock ("Series D Preferred") was convertible into that number of shares of the Registrant's common stock equal to the stated value, $100 per share, divided by the conversion price of $0.025 per share. ( 5 )Each share of Series A Preferred has a stated value of $100 per share, and is convertible into that number of shares of Common Stock equal to such stated value divided by 0.0044313. ( 6 )Shares of Series A Preferred may be converted into shares of the Registrant's common stock at anytime after such date that the Registrant has amended it Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance thereunder by a sufficient amount to allow for the conversion of all derivative securities issued by the Registrant to individuals in connection with the Exchange (the "Charter Amendment"). ( 7 )Shares of Series A Preferred have no expiration date. ( 8 )Warrants may be exercised at anytime after such date that the Registrant has effected the Charter Amendment. ( 9 )Shares of the Series D Preferred were exercisable immediately upon issuance, and had no expiration date. ( 10 )Shares of the Series B Preferred were exercisable immediately upon issuance, and had no expiration date.

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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