Sec Form 4 Filing - Ferraro Terence J @ Helix TCS, Inc. - 2018-06-01

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 Ferraro Terence J 2. Issuer Name and Ticker or Trading Symbol Helix TCS, Inc. [ HLIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) May be part of a 13(d) Group (Last) (First) (Middle) C/O HELIX TCS, INC., 5300 DTC PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2018 (Street) GREENWOOD VILLAGE, CO80111 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 06/01/2018 A 9,238,882 A $ 0 ( 1 ) 9,238,882 I By Nightstone Unlimited, Inc. ( 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 Stock Option (Right to Buy) $ 0.79 06/01/2018 A 1,430,306 ( 3 ) 10/31/2025 Common Stock 1,430,306 $ 0 ( 3 ) 1,430,306 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferraro Terence J C/O HELIX TCS, INC. 5300 DTC PARKWAY, SUITE 300 GREENWOOD VILLAGE, CO80111 X X May be part of a 13(d) Group Nightstone Unlimited, Inc. 3101 NORTH FEDERAL HIGHWAY SUITE 400 FORT LAUDERDALE, FL33306 X May be part of a 13(d) Group Signatures Terence J. Ferraro, By: /s/ S. Halle Vakani, by Power of Attorney 06/22/2018 Signature of Reporting Person Date Nightstone Unlimited, Inc., By: Terence J. Ferraro, President, By: /s/ S. Halle Vakani, by Power of Attorney 06/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 946,343 shares of Bio-Tech Software, Inc. ("BioTrackTHC") stock in connection with its merger into Helix Acquisition Sub, Inc., a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 9,238,882 shares issued to the Reporting Person in connection with the Merger, 498,067 shares are currently being held in escrow and are subject to forfeiture during the eighteen-month period following the Merger to satisfy indemnification obligations of the Issuer, if any. ( 2 )The Reporting Person is a majority stockholder of Nightstone Unlimited, Inc. The Reporting Person disclaims beneficial ownership of the stock held by Nightstone Unlimited, Inc., except to the extent of his pecuniary interest therein. ( 3 )Received in the Merger in exchange for an employee stock option to acquire 146,507 shares of BioTrackTHC common stock for $7.67 per share. The stock option vested 25% on the first anniversary of the date of grant and the remaining 75% of the shares subject to the stock option shall vest 6.25% in quarterly installments, subject to the Reporting Person's continued employment with BioTrackTHC.

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