Sec Form 4 Filing - Mackay Bart P @ CV Sciences, Inc. - 2015-12-17

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 Mackay Bart P 2. Issuer Name and Ticker or Trading Symbol CV Sciences, Inc. [ CANV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member 10% holding group (Last) (First) (Middle) 6325 S. JONES BLVD. #500 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2015 (Street) LAS VEGAS, NV89118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/17/2015 A 25,000 ( 1 ) A $ 0 25,000 D Common Stock 12/30/2015 J( 2 ) 824,164 D $ 0.586 ( 2 ) 1,600,000 D ( 3 ) Common Stock 5,463,162 D ( 4 ) Common Stock 800,000 I See footnote ( 5 ) Common Stock 800,000 I See footnote ( 6 ) Common Stock 618,564 D ( 7 ) Common Stock 6,992,530 I See footnote ( 8 ) Common Stock 7,706,726 I See footnote ( 9 )

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 Mackay Bart P 6325 S. JONES BLVD. #500 LAS VEGAS, NV89118 X Member 10% holding group Roen Ventures LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV89118 Member 10% holding group Mai Dun Ltd LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV89118 Member 10% holding group Mercia Holdings LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV89118 Member 10% holding group Mackay Ventures LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV89118 Member 10% holding group Signatures /s/ Bart P. Mackay 01/19/2016 Signature of Reporting Person Date /s/ Bart Mackay, Sole Manager of Roen Ventures LLC 01/19/2016 Signature of Reporting Person Date /s/ Bart Mackay, Sole Manager of Mai Dun Limited, LLC 01/19/2016 Signature of Reporting Person Date /s/ Bart Mackay, Sole Manager of Mercia Holdings LLC 01/19/2016 Signature of Reporting Person Date /s/ Bart Mackay, President of Mackay Ventures LLC 01/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were issued pursuant to that certain Stock Award Agreement, dated as of December 17, 2015, by and between Bart Mackay ("Mr. Mackay") and the Issuer under the Issuer's Amended and Restated 2013 Equity Incentive Plan. The consideration for the grant of the shares was service on the Issuer's Board of Directors by Mr. Mackay, valued at $4,500, as of December 17, 2015. ( 2 )On December 30, 2015, Roen Ventures LLC ("Roen Ventures") transferred and assigned 824,164 shares of the Issuer's common stock to Aegean Limited LLC in satisfaction of certain defaulted debt obligations of Roen Ventures in the aggregate amount of $482,960.10. No consideration was paid for the transfer of the shares. ( 3 )The securities are directly owned by Roen Ventures, who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia"), Mackay Ventures LLC ("Mackay Ventures") and Mr. Mackay for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Mai Dun and Mercia are the sole members of Roen Ventures. Mr. Mackay is the sole manager of Roen Ventures, and may be deemed to possess sole voting and investment control over the securities held by Roen Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 4 )The securities are directly owned by Mai Dun, who is a member of a "group" with Roen Ventures, Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 5 )Represents Mai Dun's 50% ownership interest in the securities held by Roen Ventures. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 6 )Represents Mercia's 50% ownership interest in the securities held by Roen Ventures. Mercia does not own any securities of the Issuer directly. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mercia, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 7 )The securities are directly owned by Mackay Ventures, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 8 )Represents Mackay Ventures' 99% ownership interest in the securities held by each of Mai Dun and Mercia. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 9 )Represents Mr. Mackay's ownership interest in the securities held by each of Roen Vent ures, Mai Dun, Mercia and Mackay Ventures. Mai Dun and Mercia each own a 50% interest in Roen Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment control over the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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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