Sec Form 3 Filing - Titan Advisors, LLC @ Toughbuilt Industries, Inc - 2018-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Titan Advisors, LLC
2. Issuer Name and Ticker or Trading Symbol
Toughbuilt Industries, Inc [ TBLT]
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)
750 WASHINGTON BLVD., FLOOR 10
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2018
(Street)
STAMFORD, CT06901
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
Class A common stock, $0.0001 par value per share 1,416,743 I See Footnote ( 1 )
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
Series A Warrants $ 5.5 ( 2 ) 11/13/2023 Common Stock 925,000 I See footnote ( 1 )
Series B Warrants $ 5.5 ( 2 ) 11/13/2019 Common Stock 925,000 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Titan Advisors, LLC
750 WASHINGTON BLVD.
FLOOR 10
STAMFORD, CT06901
X
HSPL Holdings, LLC
750 WASHINGTON BLVD.
10TH FLOOR
STAMFORD, CT06901
X
Signatures
/s/ HSPL HOLDINGS, LLC, By: Titan Advisors, LLC, Its Manager, Darren Ross, Principal & Managing Director 01/10/2019
Signature of Reporting Person Date
/s/ TITAN ADVISORS, LLC by Darren Ross, Principal & Managing Director 01/10/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class A common stock and options reported herein are held of record by HSPL Holdings , LLC. Titan Advisors, LLC is the Manager of HSPL Holdings, LLC. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock, except to the extent of its pecuniary interest therein, and this shall not be deemed to be an admission that HSPL is a beneficial owner of such shares of Common Stock.
( 2 )The warrants are currently exercisable but each Reporting Person may not exercise due to a beneficial ownership limitation of 9.99% and such shares underlying the warrants are not counted for purposes of beneficial ownership to the extent that the beneficial ownership limitation is applicable.

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).
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