Sec Form 4 Filing - ROCKY MOUNTAIN CHOCOLATE FACTORY INC @ U-SWIRL, INC. - 2014-01-16

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

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1. Name and Address of Reporting Person ROCKY MOUNTAIN CHOCOLATE FACTORY INC 2. Issuer Name and Ticker or Trading Symbol U-SWIRL, INC. [ SWRL] 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) 265 TURNER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/16/2014 (Street) DURANGO, CO81303 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 02/21/2014 S 300,000 D $ 0.15 8,341,253 D

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 Convertible Debt $ 0.9 01/16/2014 A ( 1 ) 01/16/2016 Series A Preferred Stock 8,611,111 ( 1 ) $ 7,750,000 8,611,111 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROCKY MOUNTAIN CHOCOLATE FACTORY INC 265 TURNER DRIVE DURANGO, CO81303 X Signatures /s/ Bryan J. Merryman, Chief Financial Officer 02/25/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 16, 2014, the reporting person entered into a loan agreement with the issuer, pursuant to which the reporting person made a loan to the issuer for a revolving line of credit of up to $7.75 million. The loan is convertible by the reporting person at any time into shares of Series A preferred stock of the issuer at a conversion rate of $0.90 per share of Series A preferred stock. Interest and fees on the loan are payable in cash, shares of Series A preferred stock, or a combination of both, at the discretion of the reporting person. The conversion rate for interest and fees is $0.30 per share of Series A preferred stock. The Series A preferred stock of the issuer is convertible by the reporting person at any time into shares of common stock of the issuer on a minimum basis of one share of Series A preferred share to three shares of common stock of the issuer.

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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