Sec Form 4 Filing - Gandini David Joseph @ SOBR Safe, Inc. - 2022-05-18

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 Gandini David Joseph 2. Issuer Name and Ticker or Trading Symbol SOBR Safe, Inc. [ SOBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Secretary (Last) (First) (Middle) 6400 S. FIDDLERS GREEN CIRCLE, SUITE 525 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2022 (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 05/18/2022 J( 1 ) 23,530 A $ 4( 1 ) 23,530 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 Common Stock Warrants $ 4.25 05/18/2022 J( 1 ) 47,060 05/18/2022 05/18/2027 Common Stock 47,060 $ 0.125( 1 ) 47,060 D Series B Convertible Preferred Stock ( 2 ) 03/01/2022 J( 3 ) 1,000,000 03/01/2022 ( 4 ) Common Stock 333,334 ( 3 ) 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gandini David Joseph 6400 S. FIDDLERS GREEN CIRCLE SUITE 525 GREENWOOD VILLAGE, CO80111 X CEO and Secretary Signatures /s/ David Gandini 05/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Gandini acquired 23,530 Units for $100,000 in the Issuer's recent $10 million firm underwritten public offering, with each Unit consisting of one share of the Issuer's common stock and two warrants, each to purchase one share of the Issuer's common stock at $4.25. The price per Unit was $4.25, with $4.00 of the Unit price attributed to the share of common stock and $0.125 of the Unit price attributed to each warrant. ( 2 )Each three shares of Series B Convertible Preferred Stock is convertible into one share of the Issuer's common stock after giving effect to the 1-for-3 reverse stock split that went effective April 28, 2022. ( 3 )As reported in the Issuer's filings, Mr. Gandini exchanged 333,334 shares of common stock (adjusted for 1-for-3 reverse stock split) for 1 million shares of the Issuer's Series B Convertible Preferred Stock in connection with the Issuer's planned uplist to Nasdaq. The Issuer's Series B Preferred Stock is convertible at any time into shares of the Issuer's common at a rate of 3 shares of Series B Preferred Stock for one share of common stock. The Series B Preferred Stock does not have an expiration date. Except for a liquidation preference over common stock, the Series B Preferred Stock has the same rights as common stock. ( 4 )The Series B Preferred Stock do not expire.

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).

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