Sec Form 4 Filing - REZK CARLOS FELIPE @ Cool Holdings, Inc. - 2018-06-22

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
REZK CARLOS FELIPE
2. Issuer Name and Ticker or Trading Symbol
Cool Holdings, Inc. [ AWSM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Sales & Mktg Officer
(Last) (First) (Middle)
48 NW 25TH STREET, SUITE 108
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2018
(Street)
MIAMI, FL33127
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 08/15/2018 C 361,018 ( 1 ) A $ 3.68 486,032 I By ICFR LLC ( 2 )
Common Stock 08/17/2018 A 41,672 ( 3 ) A $ 3.82 527,704 I By ICFR LLC ( 2 )
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
Promissory Note s $ 3.68 06/22/2018 A 361,018 ( 4 ) ( 4 ) Common Stock 361,018 $ 0 361,018 I By ICFR LLC ( 2 )
Promissory Notes $ 3.68 08/15/2018 C 361,018 ( 5 ) ( 5 ) Common Stock 361,018 $ 0 0 I By ICFR LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REZK CARLOS FELIPE
48 NW 25TH STREET, SUITE 108
MIAMI, FL33127
X Chief Sales & Mktg Officer
Signatures
/s/ Vernon A. LoForti, Attorney-in-fact 08/30/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Issuance of shares pursuant to the terms of the Exchange Agreement described in footnote 4.
( 2 )The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )Issuance of shares to the reporting person pursuant to (i) the Agreement and Plan of Merger, dated July 25, 2017, and as amended thereafter, by and among the issuer, Cooltech Holding Corp., a Nevada corporation ("Cooltech"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of the issuer (the transactions contemplated thereby, the "Merger") and (ii) exercise of the option evidenced by the Option Agreement, dated January 5, 2018, and as amended thereafter, by and between OneClick International, LLC, a Florida limited liability company, and Delavaco Partners Inc., an Ontario corporation, issued in connection with the Merger.
( 4 )In connection with the issuer's assumption of obligations of Cooltech under promissory notes held by the reporting person ("Exchange Notes"), the reporting person entered into an Exchange Agreement as of June 22, 2018 with the issuer, pursuant to which the Exchange Notes could be surrendered for shares of common stock of the issuer, based on a per share price of $3.68.
( 5 )Surrender of Exchange Notes for shares of common stock.

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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