Sec Form 5 Filing - Graham Gary John @ SOBR Safe, Inc. - 2023-12-31

FORM 5 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 Graham Gary John 2. Issuer Name and Ticker or Trading Symbol SOBR Safe, Inc. [ SOBR] 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) 6400 S. FIDDLERS GREEN CIRCLE, STE 1400 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (Street) GREENWOOD VILLAGE, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11,322,575 ( 1 ) ( 2 ) D Common Stock 09/23/2020 J 1,025,829 D 11,322,575 I By IDTEC, LLC Common Stock 09/23/2020 J 1,025,829 D 11,322,575 D Common Stock 12/15/2020 C 2,743,169 A $ 1 11,322,675 I By SOBR SAFE, LLC Common Stock 12/15/2020 C 2,743,169 A $ 1 2,743,169 D ( 4 ) Common Stock 12/30/2020 J 3,128,896 D 11,322,575 I By IDTEC, LLC Common Stock 12/30/2020 J 3,128,896 D 11,322,575 D Common Stock 12/31/2020 C 3,103,028 A 11,322,575 I By IDTEC, LLC Common Stock 12/31/2020 C 3,103,028 A 11,322,575 D Common Stock 01/20/2022 X 176,938 A $ 0.5 2,711,923 I By IDTEC, LLC Common Stock 01/20/2022 X 176,938 A $ 0.5 2,711,923 D ( 7 ) Common Stock 03/01/2022 J 2,000,000 D 2,711,923 I By IDTEC, LLC Common Stock 03/01/2022 J 2,000,000 D 2,711,923 D Common Stock 06/30/2022 J 888,750 D 2,711,923 I By SOBR SAFE, LLC Common Stock 06/30/2022 J 888,750 D 25,639 D Common Stock 06/12/2023 C 666,667 A 2,542,616 I By First Capital Holdings, LLC Common Stock 06/12/2023 C 666,667 A 2,542,616 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 Series A-1 Preferred Stock $ 1 12/12/2019 ( 12 ) Common Stock 2,700,000 2,700,000 I By SOBR SAFE, LLC Series A-1 Preferred Stock $ 1 12/12/2019 ( 12 ) Common Stock 2,700,000 2,700,000 D Convertible Note $ 0.5 06/05/202 0 ( 12 ) Common Stock 3,103,028 3,103,028 I By IDTEC, LLC Convertible Note $ 0.5 06/05/2020 ( 12 ) Common Stock 3,103,028 3,103,028 D Warrant $ 0.5 06/05/2020 06/04/2025 Common Stock 320,000 320,000 I By IDTEC, LLC Warrant $ 0.5 06/05/2020 06/04/2025 Common Stock 320,000 320,000 D Series A-1 Preferred Stock $ 1 12/15/2020 C 2,743,169 12/12/2019 ( 12 ) Common Stock 2,743,169 $ 1 0 I By SOBR SAFE, LLC Series A-1 Preferred Stock $ 1 12/15/2020 C 2,743,169 12/12/2019 ( 12 ) Common Stock 2,743,169 $ 1 0 D Convertible Note $ 0.5 12/31/2020 X 3,103,028 06/05/2020 ( 12 ) Common Stock 3,103,028 ( 1 ) 0 I By IDTEC, LLC Convertible Note $ 0.5 12/31/2020 X 3,103,028 06/05/2020 ( 12 ) Common Stock 3,103,028 ( 1 ) 0 D Warrant $ 0.5 01/20/2022 X 176,938 06/05/2020 06/04/2025 Common Stock 320,000 ( 1 ) 143,062 I By IDTEC, LLC Warrant $ 0.5 01/20/2022 X 176,938 06/05/2020 06/04/2025 Common Stock 320,000 ( 1 ) 143,062 D Series B Preferred Stock $ 1.84 03/01/2022 J 2,000,000 09/01/2022 ( 12 ) Common Stock 2,000,000 ( 8 ) 2,000,000 I By IDTEC, LLC Series B Preferred Stock $ 1.84 03/01/2022 J 2,000,000 09/01/2022 ( 12 ) Common Stock 2,000,000 ( 8 ) 2,000,000 D Series B Preferred Stock $ 1.84 04/30/2023 C 666,667 09/ 01/2022 ( 12 ) Common Stock 666,667 ( 11 ) ( 10 ) 0 I By First Capital Holdings, LLC Series B Preferred Stock $ 1.84 04/30/2023 C 666,667 09/01/2022 ( 12 ) Common Stock 666,667 ( 11 ) ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Graham Gary John 6400 S. FIDDLERS GREEN CIRCLE, STE 1400 GREENWOOD VILLAGE, CO80111 X IDTEC, LLC 6400 S. FIDDLERS GREEN CIRCLE, STE 1400 GREENWOOD VILLAGE, CO80111 X SOBR Safe LLC 6400 S. FIDDLERS GREEN CIRCLE STE. 1400 GREENWOOD VILLAGE, CO80111 X First Capital Holdings LLC 6400 S. FIDDLERS GREEN CIRLCE, STE 1400 GREENWOOD VILLAGE, CO80111 X Signatures /s/ Gary J. Graham 01/30/2024 Signature of Reporting Person Date FIRST CAPITAL HOLDINGS LLC: /s/ Gary J. Graham, Manager 01/30/2024 Signature of Reporting Person Date IDTEC, LLC - BY: FIRST CAPITAL VENTURES, LLC, Managing Member: /s/ Gary J. Graham, Manager 01/30/2024 Signature of Reporting Person Date SOBR SAFE, LLC - BY FIRST CAPITAL VENTURES, LLC. Managing Member: /s/ Gary J. Graham, Manager 01/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Issued to IDTEC, LLC pursuant to an Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 thereto dated March 9, 2020, together the "APA") between the Issuer and IDTEC, LLC, and related transactions (together with the asset purchase the "Transaction"), under which IDTEC LLC was issued (i) 12,000,000 shares of the Issuer's common stock, (ii) a convertible promissory note ( the "Note") in the principal amount of $1,485,189 with a conversion price of $0.50 per share, and (iii) a warrant (the "Warrant") to purchase up to 320,000 shares of the Issuer's common stock at an exercise price of $0.50 per share.. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC. ( 2 )Amounts in all rows in this Column 6 pertain to Gary J. Graham as to the total amount of shares reflected at the end of each fiscal year; pertain to IDTEC, LLC, First Capital Holdings, LLC and First Capital Ventures, LLC as to the total number of shares indicated minus 25,316 shares (after the 1:3 reverse stock split effected on April 28, 2022) underlying stock options held of record by Gary J. Graham, individually. Transactions by SOBR SAFE, LLC pertain only to Gary J. Graham and First Capital Holdings, LLC. ( 3 )Distribution by IDTEC, LLC of an aggregate of 1,025,829 shares of common stock of the Issuer to its members. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC. ( 4 )Conversion by SOBR SAFE, LLC of 2,700,000 shares of series A-1 preferred stock, plus accrued dividends, to shares of common stock. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of SOBR SAFE, LLC. ( 5 )Transfer by IDTEC, LLC of an aggregate of 3,128,896 shares of common stock of the Issuer to 24 individuals or entities that had assisted the company. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC. ( 6 )Conversion by IDTEC, LLC of principal and accrued interest on the Note into 3,103,028 shares of common stock of the Issuer at $0.50 per share. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC. ( 7 )Exercise by IDTEC, LLC of the Warrant. ( 8 )Exchange by IDTEC, LLC of 2,000,000 shares of common stock of the Issuer for 2,000,000 shares of preferred stock of the Issuer. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC. ( 9 )Liquidating distribution by SOBR SAFE LLC to its members with 25,639 shares retained to cover liquidation expenses. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of SOBR SAFE, LLC. ( 10 )Conversion by First Capital Holdings, LLC, the successor of IDTEC LLC, of 666,667 shares of series B preferred stock of the Issuer into 666,667 shares of common stock of the Issuer. Mr. Gary Graham is the Manager of First Capital Holdings, LLC. ( 11 )The Issuer effected a 1:3 reverse stock split on April 28, 2022. ( 12 )The series A-1 preferred stock and the series B preferred stock are convertible for as long as the shares are outstanding. The Note is convertible until maturity.

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