Sec Form 5 Filing - Gu Jennifer Lingjie @ FOCUS UNIVERSAL INC. - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
Gu Jennifer Lingjie
2. Issuer Name and Ticker or Trading Symbol
FOCUS UNIVERSAL INC. [ FCUV]
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)
C/O FOCUS UNIVERSAL INC., 2311 EAST LOCUST STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
ONTARIO, CA91761
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 01/07/2021 G 142,800 D 7,457,200 I By Spouse
Common Stock 01/07/2021 G 142,800 A 142,800 I See Footnote( 1 )
Common Stock 02/01/2021 G 125,000 D 7,332,200 I By Spouse
Common Stock 02/01/2021 G 125,000 A 267,800 I See Footnote( 2 )
Common Stock 02/04/2021 G 125,000 D 7,207,200 I By Spouse
Common Stock 02/04/2021 G 125,000 A 392,800 I See Footnote( 3 )
Common Stock 02/10/2021 G 125,000 D 7,082,200 I By Spouse
Common Stock 02/10/2021 G 125,000 A 517,800 I See Footnote( 4 )
Common Stock 02/10/2021 G 125,000 D 6,957,200 I By Spouse
Common Stock 02/10/2021 G 125,000 A 125,000 I See Footnote( 5 )
Common Stock 02/10/2021 G 125,000 D 6,832,200 I By Spouse
Common Stock 02/10/2021 G 125,000 A 125,000 I See Footnote( 6 )
Common Stock 03/01/2021 G 250,000 D 6,582,200 I By Spouse
Common Stock 03/01/2021 G 250,000 A 375,000 I See Footnote( 7 )
Common Stock 03/01/2021 G 250,000 D 6,332,200 I By Spouse
Common Stock 03/01/2021 G 250,000 A 375,000 I See Footnote( 8 )
Common Stock 03/03/2021 G 375,000 D 5,957,200 I By Spouse
Common Stock 03/03/2021 G 375,000 A 892,800 I See Footnote( 9 )
Common Stock 12/29/2021 G 245,000 D 5,712,200 I By Spouse
Common Stock 12/29/2021 G 245,000 A 1,137,800 I See Footnote( 10 )
Common Stock 12/29/2021 G 70,000 D 689,000 I See Footnote( 11 )
Common Stock 12/29/2021 G 13,000 D 676,000 I See Footnote( 12 )
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
Gu Jennifer Lingjie
C/O FOCUS UNIVERSAL INC.
2311 EAST LOCUST STREET
ONTARIO, CA91761
X X
Signatures
/s/ Gilbert J. Bradshaw, Attorney-in-Fact for Jennifer Gu 04/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Edward Lee, the Reporting Person's spouse, transferred 142,800 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.
( 2 )Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.
( 3 )Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.
( 4 )Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.
( 5 )Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to the Brandon Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 125,000 shares of the Issuer's Common Stock through her child.
( 6 )Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to the Isabella Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 125,000 shares of the Issuer's Common Stock through her child.
( 7 )Edward Lee, the Reporting Person's spouse, transferred 250,000 shares of the Issuer's Common Stock to the Brandon Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 250,000 shares of the Issuer's Common Stock through her child.
( 8 )Edward Lee, the Reporting Person's spouse, transferred 250,000 shares of the Issuer's Common Stock to the Isabella Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 250,000 shares of the Issuer's Common Stock through her child.
( 9 )Edward Lee, the Reporting Person's spouse, transferred 375,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.
( 10 )Edward Lee, the Reporting Person's spouse, transferred 245,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.
( 11 )The Reporting Person and Edward Lee, the Reporting Person's spouse, as trustees of the Lee-Gu Family Foundation, donated 70,000 shares of the Issuer's Common Stock to the Asian Pacific Community Fund.
( 12 )The Reporting Person and Edward Lee, the Reporting Person's spouse, as trustees of the Lee-Gu Family Foundation, donated 13,000 shares of the Issuer's Common Stock to the First Evangelical Church of Diamond Bar.

Remarks:
Edward Lee, the Reporting Person's spouse, made these transactions for estate planning purposes; however, he could only medallion signature guarantee certain amounts of shares per week, which is why there are multiple transactions.

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).

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