Sec Form 4 Filing - SCHMITT DAVID GEORGE @ Alpine 4 Technologies Ltd. - 2017-07-31

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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
SCHMITT DAVID GEORGE
2. Issuer Name and Ticker or Trading Symbol
Alpine 4 Technologies Ltd. [ ALPP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
FORMER CFO
(Last) (First) (Middle)
4742 N. 24TH STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2017
(Street)
PHOENIZ, AZ85016
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
393,457 ( 2 )
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
OPTION $ 0.13 07/31/2017 A 6,250 ( 1 ) 07/31/2017 07/30/2027( 1 ) CLASS A COMMON STOCK 6,250 ( 1 ) $ 0 0 ( 1 ) D
WAGES PAYABLE AGREEMENT ( 2 ) $ 0.1501 12/31/2017 P 12/31/2017 ( 2 ) CLASS A COMMON STOCK 393,457 $ 0 ( 2 ) 393,457 ( 2 ) D
LOAN AGREEMENT ( 3 ) $ 0.13 ( 3 ) 12/31/2017 J( 3 ) 249,494 ( 3 ) 12/31/2017 ( 3 ) CLASS A COMMON STOCK 249,494 ( 3 ) 249,494 I SPOUSE OF REPORTING PERSON ( 3 )
OPTION ( 4 ) $ 0.9 12/31/2017( 4 ) J( 4 ) 350,000 ( 4 ) ( 4 ) 04/06/2027( 4 ) CLASS A COMMON STOCK 400,000 ( 4 ) $ 0 0 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHMITT DAVID GEORGE
4742 N. 24TH STREET
SUITE 300
PHOENIZ, AZ85016
FORMER CFO
Signatures
/S/ DAVID G. SCHMITT 08/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ON JULY 31, 2017, ALPINE 4 TECHNOLOGIES LTD. GRANTED OPTIONS TO PURCHASE UP TO 100,000 SHARES OF CLASS A COMMON STOCK TO THE REPORTING PERSON. THE OPTIONS WERE TO VEST OVER 4 YEARS, 1/16 PER QUARTER. CONTINUED EMPLOYMENT WITH THE ISSUER WAS A CONDITION TO VESTING. THE REPORTING PERSON TERMINATED HIS EMPLOYMENT WITH THE ISSUER ON DECEMBER 31, 2017, AND AS SUCH, 6,250 OPTIONS VESTED, AND THE REMAINING 93,500 OPTIONS WERE FORFEITED. THE TABLE ABOVE REFLECTS ONLY THE OPTIONS THAT VESTED. THE OPTIONS THAT VESTED WERE FORFEITED WHEN NOT EXERCISED WITHIN 90 DAYS OF TERMINATION OF EMPLOYMENT.
( 2 )IN CONNECTION WITH HIS DEPARTURE FROM THE ISSUER, THE REPORTING PERSON AND THE ISSUER ENTERED INTO A WAGES PAYABLE AGREEMENT RELATING TO $59,057.80 IN WAGES OWING TO THE REPORTING PERSON. PURSUANT TO THE AGREEMENT, THE REPORTING PERSON MAY CONVERT THE WAGES OWING, AT AN TIME AFTER 180 DAYS FOLLOWING THE DATE OF THE AGREEMENT, INTO SHARES OF THE COMPANY'S CLASS A COMMON STOCK AT A CONVERSION PRICE OF $0.1501, FOR A TOTAL OF 393,457 SHARES OF THE COMPANY'S CLASS A COMMON STOCK. THE CONVERSION RIGHT DOES NOT EXPIRE.
( 3 )ON DECEMBER 12, 2016, THE SPOUSE OF THE REPORTING PERSON LOANED TO ALPINE 4 TECHNOLOGIES LTD. $100,000 PURSUANT TO A NOTE. THE TERMS OF THE NOTE WERE THAT THE LOAN WAS TO BE REPAID WITHIN ONE YEAR, AT AN INTEREST RATE OF 35%. THE PRINCIPAL OF THE NOTE WAS REPAID ON NOVEMBER 17, 2017. IN THE SECOND AMENDMENT TO THE NOTE, THE ISSUER AND THE HOLDER AGREED THAT ALL OR ANY PORTION OF INTEREST ON THE NOTE IN THE AMOUNT OF $32,434.25 OWING AS OF DECEMBER 31, 2017, COULD BE CONVERTED INTO SHARES OF THE ISSUER'S CLASS A COMMON STOCK AT A CONVERSION PRICE OF 0.13 PER SHARE, FOR A TOTAL OF 249,424 SHARES OF THE ISSUER'S CLASS A COMMON STOCK. THE RIGHT TO CONVERT THE INTEREST DOES NOT EXPIRE.
( 4 )ON APRIL 7, 2017, THE REPORTING PERSON WAS GRANTED OPTIONS TO PURCHASE UP TO 400,000 SHARES OF CLASS A COMMON STOCK OF ALPINE 4 TECHNOLOGIES LTD. THE OPTIONS WERE TO VEST OVER A PERIOD OF FOUR YEARS BEGINNING ON THE DATE OF GRANT. SIX AND ONE-QUARTER PERCENT (6.25%) WOULD VEST EVERY THREE MONTHS, BEGINNING THREE MONTHS AFTER THE GRANT DATE. THERE WAS NO PROPORTIONAL VESTING. CONTINUED EMPLOYMENT WITH THE ISSUER WAS A CONDITION OF VESTING. ON DECEMBER 31, 2017, THE REPORTING PERSON TERMINATED HIS EMPLOYMENT WITH THE ISSUER, RESULTING IN THE FORFEITURE OF 350,000 OF THE OPTIONS. THE OPTIONS THAT VESTED WERE FORFEITED WHEN NOT EXERCISED WITHIN 90 DAYS OF TERMINATION OF EMPLOYMENT.

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