Sec Form 4 Filing - HILL MICHAEL @ BLOOMIOS, INC. - 2021-07-09-05:00

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
HILL MICHAEL
2. Issuer Name and Ticker or Trading Symbol
BLOOMIOS, INC. [ BLMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
201 W. MONTECITO ST.
3. Date of Earliest Transaction (MM/DD/YY)
07/09-05:00/2021
(Street)
SANTA BARBARA, CA93101
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 07/09-05:00/2021 J 2,810,698 A 4,073,823 D
Common Stock 07/09-05:00/2021 J 1,263,125 A 4,073,823 I By MCC ( 1 )
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 Preferred Stock ( 2 ) 07/09-05:00/2021 J 5,000 ( 2 ) ( 4 ) Common Stock ( 2 ) ( 2 ) 0 ( 2 ) D
Series B Preferred Stock ( 3 ) 07/09-05:00/2021 J 214 ( 3 ) ( 4 ) Common Stock ( 3 ) ( 3 ) 0 ( 3 ) D
Series B Preferred Stock ( 3 ) 07/09-05:00/2021 J 86 ( 3 ) ( 4 ) Common Stock ( 3 ) ( 3 ) 0 ( 3 ) I 0 ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HILL MICHAEL
201 W. MONTECITO ST.
SANTA BARBARA, CA93101
X X Chief Executive Officer
Signatures
/s/ Michael Hill 08/11-05:00/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held by Mammoth Crest Capital, LLC, of which the Reporting Person is a 50% member and owner.
( 2 )The Series A Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a Liquidation rank (i) senior to the common stock of the Corporation and (ii) senior to each other class or series of Capital Stock of the Corporation hereafter created which does not expressly rank pari passu with or senior to the Series A Preferred Stock (collectively with the common stock, the "Junior Stock"). In addition to any voting rights provided by law, the holders of shares of Series A Preferred Stock shall have the following rights: Each share of Series A Preferred Stock shall entitle the holder thereof to vote, in person or by proxy, at a special or annual meeting of stockholders (or in any action by written consent), on all matters voted on by holders of common stock voting together as a single class with other shares entitled to vote thereon. With respect to any such vote, each share of Series A Preferred Stock shall entitle the holder thereof to cast such number of votes equal to 0.0051 % of the total number of votes entitled to be cast. For purposes of clarification, the holders of all 10,000 shares of Series A Preferred Stock will have the right to cast an aggregate of 51% of the total number of votes entitled to be cast. Automatic Conversion/Redemption. Effective upon the closing of a Qualified Financing, defined as a financing in excess of $10 million, all issued and outstanding shares of Series A Stock shall be automatically converted into Common Stock of the Company (the "Automatic Conversion") at a rate of 50 shares of Common Stock per Series A or redeemed by the Company at a rate of $100 per Series A Stock, at the holder's option.
( 3 )The shares of Series B Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a "Voluntary Conversion".) The number of shares of Common Stock to which a holder of Series B Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the "Series B Stock Conversion Rate" then in effect (determined as provided in Section 3(b)) by the number of shares of Series B Stock being converted. (b) Series B Stock Conversion Rate. The conversion rate in effect at any time for conversion of the Series B Stock (the "Series B Stock Conversion Rate") shall be the product obtained by multiplying .001 by the aggregate number of the Company's Common Stock, on a fully diluted basis, issued and outstanding at the time of the Conversion. For the purposes of calculating the Series B Stock Conversion Rate, the Company's Common Stock on a fully diluted basis, shall equal the sum of (a) the aggregate number of shares of Common Stock issued, outstanding and agreed to be issued, on the date of the Conversion (the "Conversion Date"), and (b) the aggregate number of shares of Common Stock into which any options, warrants, convertible debt, convertible preferred stock, and other convertible securities of the Company which are Issued and outstanding, and which the Company has agreed to issue, are convertible at the time of the Conversion. Automatic Conversion. Effective upon the closing of a Qualified Financing (a financing of at least $10,000,000) the Series B Stock shall be automatically converted into common stock at the rate specified in Section 3(b). There is no expiration date applicable to the Series B Preferred Stock.
( 4 )N/A
( 5 )The shares were issued as part of an acquisition.

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