Sec Form 4 Filing - SMITH ROBERT J @ Ondas Holdings Inc. - 2019-09-27

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 SMITH ROBERT J 2. Issuer Name and Ticker or Trading Symbol Ondas Holdings Inc. [ ONDS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13650 FIDDLESTICKS BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2019 (Street) FT. MYERS, FL33912 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 09/27/2019 J 4,225,242 ( 1 ) A 15,276,742 I Energy Capital, LLC ( 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 Warrant (right to buy) $ 3.25 09/27/2019 J 2,112,621 03/27/2020 09/27/2022 Common Stock 2,112,621 ( 1 ) 2,112,621 I Energy Capital, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH ROBERT J 13650 FIDDLESTICKS BLVD. FT. MYERS, FL33912 X Signatures /s/ Robert J. Smith 10/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 27, 2019, the Loan and Security Agreement by and between the issuer and Energy Capital, LLC ("Energy Capital) (including the promissory notes thereunder, collectively, the "Loan"), with an aggregate of $10,563,104.16 principal and interest outstanding, was converted into units consisting of 4,225,242 shares of common stock and a warrant to purchase 2,112,621 shares of common stock with an exercise price of $3.25 per share, and the debt owed under the Loan was extinguished. As a result, the Loan terminated pursuant to its terms. ( 2 )Energy Capital, LLC is a Florida limited liability company solely owned by Robert J. Smith.

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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