Sec Form 4 Filing - Dietrich Isaac @ MassRoots, Inc. - 2019-07-01

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 Dietrich Isaac 2. Issuer Name and Ticker or Trading Symbol MassRoots, Inc. [ MSRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MASSROOTS, INC., 7083 HOLLYWOOD BLVD., OFFICE 4084 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2019 (Street) LOS ANGELES, CA90028 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 Warrants $ 0.05 07/01/2019 J( 1 ) 173,333 ( 1 ) ( 1 ) Common Stock 173,333 $ 0 0 D Series C Convertible Preferred Stock ( 2 ) 10/21/2019 J( 3 ) 1,000 ( 2 ) ( 4 ) Common Stock 1,000,000 ( 2 ) ( 5 ) $ 0 1,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dietrich Isaac C/O MASSROOTS, INC. 7083 HOLLYWOOD BLVD., OFFICE 4084 LOS ANGELES, CA90028 X Chief Executive Officer Signatures /s/ Isaac Dietrich 10/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 1, 2019, the Reporting Person forfeited the warrants that the Reporting Person received on July 21, 2017. ( 2 )Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") shall automatically convert into 1,000 shares of the Issuer's common stock upon the earlier to occur of: (i) the listing the Issuer's securities on a national securities exchange and (ii) a Change in Control (as defined in the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock) of the Issuer. If there is no listing on a national securities exchange and if there is no Change in Control, the Series C Preferred Stock shall not convert into shares of the Issuer's common stock. ( 3 )On July 16, 2019, the Issuer's Board approved the issuance of the Series C Preferred Stock to the Reporting Person for the Reporting Person's service associated with the merger (the "Merger") of MassRoots Supply Chain, Inc., a wholly-owned subsidiary of the Issuer, with and into Cowa Science Corporation ("Cowa"), with Cowa surviving the Merger. The Series C Preferred Stock were to be issued upon closing of the Merger. On October 21, 2019, the Issuer's Board approved the acceleration of the issuance of the Series C Preferred Stock in recognition of the Reporting Peron's service to the Issuer and work associated with the pending Merger. ( 4 )The Series C Preferred Stock is perpetual and therefore has no expiration date. ( 5 )Collectively, the shares of Series C Preferred Stock are entitled to cast such number of votes equal to 40% of the issued and outstanding shares of common stock of the Issuer.

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