Sec Form 4 Filing - Schoengood Bruce @ Medifirst Solutions, Inc. - 2019-03-08

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
Schoengood Bruce
2. Issuer Name and Ticker or Trading Symbol
Medifirst Solutions, Inc. [ MFST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
4400 ROUTE 9 SOUTH SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2019
(Street)
FREEHOLD, NJ07728
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
Series C Preferred Stock ( 1 ) $ 0 ( 1 ) 03/08/2019 A 60 03/08/2019 ( 3 ) Common Stock 1,500,000 $ 0 ( 2 ) 60 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schoengood Bruce
4400 ROUTE 9 SOUTH SUITE 1000
FREEHOLD, NJ07728
X X Chief Executive Officer
Signatures
/s/ Bruce Schoengood 03/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series C Convertible Preferred Stock ("Series C Preferred") is, subject to a beneficial ownership limitation equal to 4.99%, convertible into 25,000 shares of the Issuer's common stock ("Common Stock"). Holders of Series C Preferred are not entitled to receive dividends. In the event of any liquidation, dissolution or winding up of the Issuer, holders of Series C Preferred are entitled to distributions from the assets in an amount equal to, or if less, on a prorated basis, the $100 stated value per share of Series C Preferred held by such holders. Holders of Series C Preferred are entitled to vote, on an as-converted basis, together with holders of Common Stock on all actions to be taken by the shareholders of the Issuer.
( 2 )The price of Series C Preferred was not determined for this transaction as the reported acquisition was an initial issuance granted by the Issuer's Board of Directors.
( 3 )Neither the Series C Preferred or its conversion feature have expiration dates.

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* 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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