Sec Form 4 Filing - Bell Gregory Phelps @ B2Digital, Inc. - 2020-02-14

Insider filing report for Changes in Beneficial Ownership
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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
Bell Gregory Phelps
2. Issuer Name and Ticker or Trading Symbol
B2Digital, Inc. [ BTDG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
4522 W. VILLAGE DR.
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2020
(Street)
TAMPA, FL33624
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 177,545,200 I LLC ( 1 )
Common Stock 02/14/2020 G 6,500,000 D $ 0 171,045,200 I LLC ( 1 )
Common Stock 03/05/2020 G 8,000,000 D $ 0 163,045,200 I LLC ( 1 )
Common Stock 06/01/2020 G 3,000,000 D $ 0 160,045,200 I LLC ( 1 )
Common Stock 06/15/2020 G 9,000,000 D $ 0 151,045,200 I LLC ( 1 )
Common Stock 06/24/2020 G 2,000,000 D $ 0 149,045,200 I LLC ( 1 )
Common Stock 08/11/2020 G 4,000,000 D $ 0 145,045,200 I LLC
Common Stock 145,045,201 D
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 Preferred Stock ( 2 ) 01/22/2017 ( 3 ) Common Stock 204,000,000 349,045,201 I LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bell Gregory Phelps
4522 W. VILLAGE DR.
TAMPA, FL33624
X X Chairman and CEO
B2 Management Group, LLC
4522 W. VILLAGE DR.
TAMPA, FL33624
X
Signatures
/s/ Greg P. Bell 01/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares owned by B2 Management Group, LLC, which is owned by Mr. Bell.
( 2 )850,000 shares of Series A Preferred Stock which are convertible into 240 shares of Common Stock per share of Series A Preferred Stock.
( 3 )Shares are convertible at any time by the holder.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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