Sec Form 3 Filing - Puritan Partners LLC @ Transportation & Logistics Systems, Inc. - 2020-04-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Puritan Partners LLC
2. Issuer Name and Ticker or Trading Symbol
Transportation & Logistics Systems, Inc. [ TLSS]
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)
369 LEXINGTON AVE. 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/17/2020
(Street)
NEW YORK, NY10017
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 ) ( 2 ) 4,300,000 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
Original Issue Discount Senior Convertible Note $ 2.5 ( 3 ) 08/30/2019 11/30/2020 Common Stock $ 582,891.34 D
Common Stock Purchase Warrant $ 3.5 ( 4 ) 08/30/2019 08/30/2024 Common Stock 222,223 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Puritan Partners LLC
369 LEXINGTON AVE. 25TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Richard Smithline, Managing Member 05/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reference is made to a Schedule 13G filed by the Reporting Person on May 5, 2020 for details on how the Reporting Person inadvertently became a beneficial owner of more than 4.99% of outstanding common stock based on incorrect information provided by the issuer's transfer agent. Based upon the advice of counsel, the Reporting Person is filing this Form 3 and a Form 4 without the ability to verify outstanding shares.
( 2 )Gives effect to the sale of 3,100,000 shares of common stock on April 17, 2020.
( 3 )The conversion price is subject to adjustment in accordance with the Convertible Note.
( 4 )The exercise price is subject to adjustment in accordance with the Common Stock Purchase Warrant.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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