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Sec Form 4 Filing - Frija Kevin @ VPR Brands LP. - 2016-06-16

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Frija Kevin
2. Issuer Name and Ticker or Trading Symbol
VPR Brands, LP. [ VPRB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Chairman & Director
(Last)
(First)
(Middle)
C/O VPR BRANDS, LP, 4401 NW 167TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2016
(Street)
MIAMI, FL33055
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 Units 06/16/2016 J( 2 ) 1,000,000 A $ 0.01 21,589,408 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
Right to Buy $ 0.01 06/16/2016 J( 2 ) 1,000,000 05/29/2015 09/05/2016 Common Units 1,000,000 $ 0 20,000,000 ( 1 ) ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frija Kevin
C/O VPR BRANDS, LP
4401 NW 167TH STREET
MIAMI, FL33055
X X CEO, Chairman & Director
Signatures
/s/ Kevin Frija 09/01/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 29, 2015, Reporting Person entered into a Share Purchase Agreement with the Issuer, whereby Issuer granted Reporting Person a right to buy up to 50,000,000 Common Units at a purchase price of $0.01 per unit ("Right to Buy"). The Right to Buy was exercisable on May 29, 2015 and expires on September 5, 2016. On June 4, 2015, March 28, 2016, May 23, 2016, and May 31, 2016, Reporting Person partially exercised the Right to Buy to purchase 10,000,000, 15,000,000, 2,000,000, and 2,000,000 Common Units, respectively, at a purchase price of $0.01 per unit (for an aggregate of $100,000, $150,000, $20,000 and $20,000, respectively), leaving a balance as of May 31, 2016 of 21,000,000 Common Units to purchase at $0.01 per unit under the Right to Buy.
( 2 )On June 16, 2016 (as reported herein), the Reporting Person further partially exercised the Right to Buy to purchase 1,000,000 Common Units at a purchase price of $0.01 per unit (for an aggregate of $10,000), leaving a balance of 20,000,000 Common Units to purchase at $0.01 per unit under the Right to Buy.

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.