Sec Form 4 Filing - Ceed2Med LLC @ Exactus, Inc. - 2019-12-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ceed2Med LLC 2. Issuer Name and Ticker or Trading Symbol Exactus, Inc. [ EXDI] 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) 95 NE 4TH AVE. 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2019 (Street) DELRAY BEACH, FL33483 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, Par Value $0.0001 per Share 12/11/2019 J 1,200,000 ( 1 ) D $ 0 6,435,691 D ( 2 ) ( 3 ) ( 4 ) Common Stock, Par Value $0.0001 per Share 1,000,000 D ( 2 ) ( 3 ) ( 5 )

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 Ceed2Med LLC 95 NE 4TH AVE. DELRAY BEACH, FL33483 X X Yampolsky Vladislav 80 NE 4TH AVENUE STE 28 DELRAY BEACH, FL33483 X X Signatures /s/ Vladislav Yampolsky 12/13/2019 Signature of Reporting Person Date Ceed2Med, LLC<br> By: /s/ Vladislav Yampolsky, Managing Member 12/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of Exactus, Inc. (the "Issuer"), par value $0.0001 per share ("Shares"), that were distributed by Ceed2Med, LLC ("C2M") to one of its non-managing members in connection with its internal operational purposes. ( 2 )This statement is jointly filed by and on behalf of each of C2M and Mr. Vladislav Yampolsky (the "Reporting Persons"). Mr. Yampolsky is the Managing Member of C2M. As such, Mr. Yampolsky may be deemed to beneficially own securities owned by C2M. ( 3 )The Reporting Persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. ( 4 )Represents Shares directly beneficially owned by C2M. ( 5 )Represents certain restricted shares directly beneficially owned by Mr. Yampolsky, which vest equally over 48 months commencing October 1, 2019.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.