Sec Form 4 Filing - Graham Gary John @ SOBR Safe, Inc. - 2020-06-05

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
Graham Gary John
2. Issuer Name and Ticker or Trading Symbol
SOBR Safe, Inc. [ IMLED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIRCLE, SUITE 525
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2020
(Street)
GREENWOOD VILLAGE,, CO80111
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 ( 1 ) 06/05/2020 06/23/2020 A( 1 ) 12,000,000 A $ 0 ( 1 ) 12,000,000 I ( 1 ) By IDTEC, LLC
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 Note $ 0.5 06/05/2020 06/05/2020 A 06/05/2020 ( 2 ) Common Stock 2,970,378 ( 2 ) 14,970,378 I ( 2 ) By IDTEC, LLC
Warrants $ 0.5 06/05/2020 06/05/2020 A 320,000 06/05/2020 06/04/2025 Common Stock 320,000 $ 160,000 12,320,000 I ( 3 ) By IDTEC LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graham Gary John
6400 S. FIDDLERS GREEN CIRCLE, SUITE 525
GREENWOOD VILLAGE,, CO80111
X X
Signatures
/s/ Gary J. Graham 06/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 5, 2020, SOBR Safe, Inc. ("SSI") closed the transaction (the "Transaction") that was the subject of that certain Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 dated March 9, 2020, together the "APA") with IDTEC, LLC ("IDTEC"). Under the terms of the APA IDTEC agreed to provide personnel, experience, and access to funding to assist with the development of SSI's SOBR device, as well as to sell to SSI certain robotics assets in exchange for 12,000,000 shares of SSI's common stock after giving effect to the reverse stock split effected in connection with closing the Transaction. The APA does not reflect an agreed value for the issuance of the 12,000,000 shares. The Reporting Person is the Manager of a limited liability company that is the Manager of IDTEC, and the Manager of IDTEC has full voting and investment power over the 12,000,000 shares of the Issuer's Common Stock.
( 2 )In connection with closing the Transaction, SSI also issued a convertible promissory note totaling $1,485,189 to IDTEC. The convertible promissory note is convertible any time by the holder into shares of SSI's common stock at a conversion price of $0.50 per share, subject to anti-dilution protection against any future securities SSI may issue at an effective price of less than $0.50 per share. The convertible promissory note is due upon demand. The Reporting Person is the Manager of a limited liability company that is the Manager of IDTEC, and the Manager of IDTEC has full voting and investment power over the 12,000,000 shares of the Issuer's Common Stock.
( 3 )In connection with closing the Transaction, SSI also issued a Warrant to Purchase Common Stock to IDTEC, under which IDTEC will purchase up to 320,000 shares of our common stock at an exercise price of $0.50 per share. The Warrants expire 5 years after the date of issue on June 4, 2025. The Reporting Person is the Manager of a limited liability company that is the Manager of IDTEC, and the Manager of IDTEC has full voting and investment power over the 12,000,000 shares of the Issuer's Common Stock.

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