Sec Form 4 Filing - DAVIS JAMES L @ CACHET FINANCIAL SOLUTIONS, INC. - 2016-07-01

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 DAVIS JAMES L 2. Issuer Name and Ticker or Trading Symbol CACHET FINANCIAL SOLUTIONS, INC. [ CAFN] 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) 18671 LAKE DRIVE EAST, SOUTHWEST TECH CENTER A 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2016 (Street) MINNEAPOLIS, MN55317 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 07/06/2016 P 446,367 A $ 0.35 4,039,013 D Common Stock 07/18/2016 P( 1 ) 83,333 A $ 1.2 4,122,346 D Common Stock 27,060 ( 2 ) I By spouse

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 Warrant to Purchase Common Stock $ 0.329 07/01/2016 A 250,000 07/01/2016( 3 ) 07/01/2021 Common Stock 250,000 $ 0.329 250,000 D Warrant to Purchase Common Stock $ 0.4 07/13/2016 A 300,000 07/13/2016( 4 ) 07/13/2021 Common Stock 300,000 $ 0.4 300,000 D Warrant to Purchase Common Stock $ 1.875 07/18/2016 P( 1 ) 66,667 07/14/2014 07/14/2019 Common Stock 66,667 $ 1.875 66,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAVIS JAMES L 18671 LAKE DRIVE EAST SOUTHWEST TECH CENTER A MINNEAPOLIS, MN55317 X Signatures /s/ Bryan D. Meier, Attorney-in-fact 07/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting person purchased 83,333 shares of common stock and a warrant to purchase 66,667 shares of common stock for $100,000. ( 2 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. ( 3 )Pursuant to a Note Payable agreement, dated February 1, 2016, amended March 29, 2016, between the Issuer and the reporting person, the reporting person was issued warrants as pursuant to the terms of the Note Payable. ( 4 )Pursuant to a Convertible Promissory Note agreement, dated July 13, 2016, between the Issuer and the reporting person, the reporting person was issued warrants as pursuant to the terms of the Convertible Promissory Note.

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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