Sec Form 4 Filing - Cohen Jacob D. @ AMERICAN INTERNATIONAL HOLDINGS CORP. - 2022-05-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Cohen Jacob D.
2. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL HOLDINGS CORP. [ AMIH]
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)
205S BAILEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2022
(Street)
ELECTRA, TX76360
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 05/06/2022 J( 1 ) 1 D $ 0 0 D
Common Stock 12/31/2022 A 6,000,000 A $ 0 ( 1 ) 6,458,333 I Held by Cohen Enterprises, Inc
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 ( 3 ) 05/06/2022 J( 2 ) 1,000,000 ( 4 ) 05/06/2022 ( 5 ) Common Stock ( 3 ) ( 6 ) ( 2 ) 1,000,000 D
Series A Preferred Stock ( 3 ) 02/15/2023 J( 7 ) 1,000,000 ( 4 ) 05/06/2022 ( 5 ) Common Stock ( 3 ) ( 6 ) ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cohen Jacob D.
205S BAILEY STREET
ELECTRA, TX76360
X
Signatures
/s/ Jacob Cohen 04/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Issued as a one-time bonus for services as an officer of the Company. Full vested upon issuance. Exempt under Rule 16b-3.
( 2 )On May 6, 2022, the Issuer filed a Second Amended and Restated Certificate of Designations of its Series A Convertible Preferred Stock (the "Restated Designation"). Upon the filing and effectiveness of the Restated Designation with the Secretary of State of the State of Nevada, each outstanding share of Series A Preferred Stock of the Company was automatically split, reclassified and converted into 1,000,000 shares of Series A Preferred Stock having the rights and privileges described in the Restated Designation. The Series A Preferred Stock (a) was also subject to a 1,000,000-for-1 forward stock split; and (b) amended to have a conversion right, changing such preferred stock from a non-derivative security, to a derivative security.
( 3 )The Series A Preferred Stock may be converted into a number of shares of common stock of the Issuer equal to the holder's pro rata share of all Series A Preferred Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Issuer's outstanding common stock previously converted by holders of the Series A Preferred Stock, through such applicable date (currently zero), multiplied by (ii) the outstanding shares of Issuer common immediately after such conversion, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding.
( 4 )Represents 100% of the outstanding shares of Series A Preferred Stock of the Issuer.
( 5 )The Series A Preferred Stock has no expiration date.
( 6 )No individual conversion by any individual holder of Series A Preferred Stock may be in an amount greater than 9.99% of the outstanding common stock of the Issuer on the date on which the holder delivers notice of such conversion to the Issuer.
( 7 )On February 15, 2023, the Issuer and Jacob D. Cohen, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which Mr. Cohen exchanged all 1,000,000 shares of the Series A Preferred Stock of the Issuer which he held with the Issuer for (a) all of the issued and outstanding membership interests held by the Issuer in Epiq Scripts, LLC; (b) all cash payments paid to the Issuer in the future as a Royalty Payment (as defined in the Royalty Agreement (defined below)) pursuant to that certain Royalty Agreement dated June 30, 2022, by and between Epiq MD, Inc. and the Issuer; (c) all proceeds that the Issuer receives from any sale of the equity of ZipDoctor, Inc.; and (d) the rights to all debt owed to the Issuer from Epiq Scripts, in the amount of approximately $850,000.

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.