Sec Form 4 Filing - Kennedy Terry Joe @ GROW CAPITAL, INC. - 2019-07-23

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
Kennedy Terry Joe
2. Issuer Name and Ticker or Trading Symbol
GROW CAPITAL, INC. [ grwc]
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)
688 CHILDRENS WAY
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2019
(Street)
HENDERSON, NV89052
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 07/23/2019 A 6,599,951 A 6,599,951 I Footnote ( 3 )
Common Stock 09/03/2019 A 15,534,949 A 15,534,949 I Footnote ( 3 )
Common Stock 12/12/2019 P 1,000,000 A $ 0.05 14,834,002 I Footnote ( 4 )
Common Stock 10,479,469 D
Common Stock 2,500,000 I Footnote ( 5 )
Common Stock 4,000,000 I Footnote ( 6 )
Common Stock 8,300,898 I Footnote ( 7 )
Common Stock 278,452 I Footnote ( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kennedy Terry Joe
688 CHILDRENS WAY
HENDERSON, NV89052
X
Signatures
/s/ Terry Kennedy 04/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired at a price of $0.08159 per share in exchange for shares of Bombshell Technologies, Inc. as consideration for the acquisition of Bombshell Technologies, Inc. by Grow Capital, Inc. on July 23, 2019.
( 2 )Shares acquired at a price of $0.08159 per share as the remaining consideration for the acquisition of Bombshell Technologies, Inc. by Grow Capital, Inc.
( 3 )Reflects percentage ownership of Zeake, LLC.
( 4 )The Reporting Person is sole owner and the manager of Journey, Home 4 Teens LLC.
( 5 )The Reporting Person is a 50% owner and the manager of Off the Wall, LLC.
( 6 )The Reporting Person is a 50% owner and the manager of Racing 123, LLC.
( 7 )The Reporting Person is the manager and ultimate beneficial owner of AYG LLC.
( 8 )Shares owned by AF1 Public Relations LLC, an entity wholly-owned by the Reporting Person's wife. The Reporting Person disclaims beneficial ownership of any securities owned directly or indirectly by the Reporting Person's wife.

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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