Sec Form 4 Filing - Schorr Steven M @ KonaRed Corp - 2014-07-24

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
Schorr Steven M
2. Issuer Name and Ticker or Trading Symbol
KonaRed Corp [ OB:KRED]
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)
2829 ALA KALANIKAUMAKA STREET, SUITE F-133
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2014
(Street)
KOLOA, HI96756
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
Restricted Common Shares 10/04/2013 J( 1 )( 2 ) 35,695,638 ( 1 ) A $ 0 ( 6 ) 35,695,638 ( 1 ) I In trust for SITC shareholders
Restricted Control Common Shares 10/04/2013 J( 1 )( 2 ) 7,054,362 ( 2 ) A $ 0.001 ( 5 ) 7,054,362 ( 2 ) D
Common shares 07/24/2014 S 20,000 D $ 0.4828 63,167 ( 3 ) D
Common shares 07/25/2014 S 16,000 D $ 0.4894 47,167 ( 3 ) D
Common shares 07/28/2014 S 10,000 D $ 0.4706 37,167 ( 3 ) D
Common shares 07/29/2014 S 10,000 D $ 0.4505 27,167 ( 3 ) D
Common shares 07/30/2014 S 9,750 D $ 0.4015 17,417 ( 3 ) 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
Call options to purchase restricted common shares $ 0.45 ( 4 ) 10/04/2013 A 1,000,000 10/04/2013( 4 ) 10/04/2018 Restricted common shares 1,000,000 $ 0 ( 4 ) 0 ( 4 ) I ( 4 ) Holding company
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schorr Steven M
2829 ALA KALANIKAUMAKA STREET
SUITE F-133
KOLOA, HI96756
X X
Signatures
/s/ Steven Schorr 09/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As reported in KonaRed Corporation's ("KRED") filings to the SEC, Steven Schorr was a D&O and 10% shareholder of Sandwich Isles Trading Co., Inc. ('SITC') which was purchased by KRED on October 4, 2013 under an Asset Purchase Agreement. Mr. Schorr and another director were designated as trustees of 42,750,000 KRED shares to be distributed to SITC shareholders as the purchase price for SITC's assets.
( 2 )On May 23, 2014, SITC was dissolved and distribution of KRED shares in trust began. Mr. Schorr's own shareholdings of KRED restricted common shares is 7,054,362, based on an exchange ratio of 1.6757 KRED shares for each 1 SITC share previously held. Because processing of the share distribution is still underway, the balance of 35,695,638 shares which are still under Mr. Schorrs' indirect ownership as a trustee are also reported herein.
( 3 )83,167 common shares were awarded to Steven Schorr under a Form S-8 Registration Statement filed May 27, 2014 (the "Award Shares"). KRED separately registered the Award Shares under the 33 Act, by filing on May 29, 2014 a Post-Effective amendment to the Form S-8 Registration Statement which contained a re-offer prospectus in reference to the Award Shares,
( 4 )These options have been granted to Mr. Schorr, but have not yet vested and were issued to Bioponic Phytoceuticals Inc., a company Mr. Schorr controls. These options will vest on, or after October 4, 2014, if the stock price of KRED is trading at, or above, $1.00 per share.
( 5 )This is the price per share at which Mr. Schorr purchased these shares as a founder.
( 6 )Mr. Schorr is a trustee of these shares and was not the purchaser. Since Mr. Schorr is not the owner of these shares, no price is reported.

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