Sec Form 4 Filing - HANS AJAY @ MOBETIZE, CORP. - 2018-08-21

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 HANS AJAY 2. Issuer Name and Ticker or Trading Symbol MOBETIZE, CORP. [ MPAY] 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) 1018 CORNWALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2018 (Street) NEW WESTMINSTER, A1V3M 1S2 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 08/21/2018 M 1,565,000 A 1,565,000 D Common Stock 08/29/2018 M 2,254,269 A 5,466,547 I Corp. Common Stock 08/29/2018 M 3,212,278 A 7,031,547 ( 1 ) I Corp.

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 Exe rcisable Expiration Date Title Amount or Number of Shares Series B Preferred ( 2 ) 08/21/2018 S 3,000,000 05/22/2018 ( 3 ) Common Stock 3,000,000 $ 0.01 7,031,547 ( 1 ) D Series B Preferred ( 2 ) 08/29/2018 M 1,565,000 05/22/2018 ( 3 ) Common Stock 1,565,000 ( 2 ) 5,466,547 D Series B Preferred ( 2 ) 08/29/2018 M 2,254,269 05/22/2018 ( 3 ) Common Stock 2,254,269 ( 2 ) 3,212,278 I Corp. Series B Preferred ( 2 ) 08/29/2018 M 3,212,278 05/22/2018 ( 3 ) Common Stock 3,212,278 ( 2 ) 0 I Corp.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HANS AJAY 1018 CORNWALL STREET NEW WESTMINSTER, A1V3M 1S2 X X Chief Executive Officer Signatures /s/ Ajay Hans 09/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Ajay Hans, the chief executive officer and a director of the Registrant, converted 7,031,547 shares of Series B Preferred Stock into 7,031,547 shares of Common Stock. Mr. Hans holds 1,565,000 shares of the Registranta(euro)(TM)s Common Stock personally, 3,650,000 shares of Common Stock through 085374 BC Ltd. and 3,212,278 shares of Common Stock through Alligato Inc. ( 2 )The conversion of Series B Preferred shares to Common Stock does not require a conversion price or exercise price, rather shares of Series B Preferred were exchanged for shares of Common Stock. ( 3 )Series B Preferred shares have no expiration date and are cancelled on conversion to Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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