Sec Form 4 Filing - DAVIS JAMES L @ DIGILITI MONEY GROUP, INC. - 2017-01-24

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 DIGILITI MONEY GROUP, INC. [ DGLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 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) 01/24/2017 (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

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 Convertible Promissory Note ( 2 ) 01/24/2017 P 265,033 ( 1 ) 03/15/2017 04/30/2018 Common Stock 265,033 ( 1 ) $ 954,138 ( 2 ) 265,033 D Series C Convertible Preferred Stock ( 3 ) 03/15/2017 P 367,275 ( 1 ) 03/15/2017 ( 3 ) Common Stock 367,275 ( 1 ) ( 3 ) 367,275 D Warrant (Right to Buy) ( 4 ) $ 7.41 01/24/2017 P 10,371 01/24/2017 01/23/2022 Common Stock 10,371 ( 1 ) $ 0 10,371 D Warrant (Right to Buy) ( 5 ) $ 3.6 01/25/2017 A 28,704 01/25/2017 01/24/2022 Common Stock 28,704 ( 1 ) $ 0 28,704 D Warrant (Right to Buy) ( 6 ) $ 3.6 01/26/2017 A 696 01/26/2017 01/25/2022 Common Stock 696 ( 1 ) $ 0 696 D Warrant (Right to Buy) ( 7 ) $ 3.6 03/02/2017 J 24,024 03/02/2017 03/01/2022 Common Stock 24,024 ( 1 ) $ 0 24,024 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 X Signatures /s/ Bryan D. Meier, Attorney-in-Fact for James L. Davis 06/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 1-for-1.5 reverse stock split which became effective on March 9, 2017. ( 2 )Convertible Term Promissory Note convertible into the Issuer's common stock on a $3.60-for-$1.00 basis. ( 3 )Series C Convertible Preferred Stock convertible into the Issuer's Common Stock on a $3.60-for-$1.00 basis. (This filing is deemed to correct the typographical error contained within Form 4 filed on March 20, 2017, which incorrectly stated a conversion basis of $3.60-for-$100.) ( 4 )Issued in consideration of the Reporting Person's agreement to convert a Convertible Term Promissory Note from the Issuer into the Issuer's common stock and to accept warrants in lieu of a cash repayment of $1,085 interest accrued in connection with the convertible note. ( 5 )Issued in conjunction with a Note Payable agreement between the Issuer and the Reporting Person as inducement to enter into the loan. The Issuer's Board approved the transaction. ( 6 )Issued pursuant to a Convertible Note Payable agreement between the Issuer and the Reporting Person. ( 7 )The Issuer issued the Warrants to the Reporting Person as consideration for his participation in certain financing presented to the Company.

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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