Sec Form 4 Filing - Hayes John William @ BlackRidge Technology International, Inc. - 2017-11-09

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
Hayes John William
2. Issuer Name and Ticker or Trading Symbol
BlackRidge Technology International, Inc. [ BRTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
10615 PROFESSIONAL CIRCLE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2017
(Street)
RENO, NV89521
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 11/09/2017 C 10,757,254 A $ 0 ( 1 ) 17,751,611 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 Covertible ( 1 ) $ 0.5 11/09/2017 C 10,757,254 ( 1 ) 11/09/2017 Common Stock 10,757,254 ( 1 ) 0 D
Warrant to Purchase Common Stock ( 1 ) $ 0.5 11/09/2017 P 1,344,656 11/09/2017 11/09/2019 Common Stock 1,344,656 ( 1 ) 1,344,656 D
Warrant to Purchase Common Stock ( 1 ) $ 0.5 11/09/2017 P 1,344,657 11/09/2017 11/09/2020 Common Stock 1,344,657 ( 1 ) 1,344,656 D
Warrant to Purchase Common Stock ( 1 ) $ 0.5 11/09/2017 P 1,344,657 11/09/2017 11/09/2021 Common Stock 1,344,657 ( 1 ) 1,344,656 D
Warrant to Purchase Common Stock ( 1 ) $ 0.5 11/09/2017 P 1,344,657 11/09/2017 11/09/2022 Common Stock 1,344,657 ( 1 ) 1,344,656 D
Warrant to Purchase Common Stock $ 0.25 07/06/2018 P 800,000 07/06/2018 07/06/2023 Common Stock 800,000 ( 2 ) 7,367,285 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hayes John William
10615 PROFESSIONAL CIRCLE, SUITE 201
RENO, NV89521
X
Signatures
/s/John Hayes 09/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )From 2011 to 2014, Mr. Hayes loaned a total of $2,673,200 to the issuer. On October 1, 2014, all prior notes including accrued interest were combined into a single $3,712,637 convertible note bearing interest at 12% annually and convertible into 4,125,154 shares of preferred stock at the rate of $0.90 per share. On November 9, 2017, the issuer converted the note and accrued interest of $1,665,991 into 10,757,254 shares of the issuer's common stock at a conversion rate of $0.50 per share. The issuer also issued a 5 year warrant to purchase an additional 5,378,627 shares of the issuer's common stock at a purchase price of $0.50 per share as further consideration for this conversion.
( 2 )On July 10, 2018, Mr. Hayes purchased a convertible note in the principal amount of $200,000 and warrants to purchase 800,000 shares of the issuer's common stock for an aggregate amount of $200,000. The note is convertible into the issuer's Series B Preferred Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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