Sec Form 3 Filing - Hexagon Partners, Ltd. @ AiAdvertising, Inc. - 2023-04-11

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
Hexagon Partners, Ltd.
2. Issuer Name and Ticker or Trading Symbol
AiAdvertising, Inc. [ AIAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
18 DESTA DR.
3. Date of Earliest Transaction (MM/DD/YY)
04/11/2023
(Street)
MIDLAND, TX79705
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
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 I Preferred Stock ( 1 ) 04/11/2023( 1 ) ( 1 ) Common Stock 909,090,800 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hexagon Partners, Ltd.
18 DESTA DR.
MIDLAND, TX79705
X X
Texas Star Management Company, LLC
18 DESTA DR.
MIDLAND, TX79705
X X
Dunn Timothy M.
18 DESTA DR.
MIDLAND, TX79705
X X
Signatures
Hexagon Partners, Ltd. By: Texas Star Management Company, LLC, its general partner By: Timothy M. Dunn, its managing member /s/ Timothy Dunn 04/20/2023
Signature of Reporting Person Date
Texas Star Management Company, LLC By: Timothy M. Dunn, its managing member /s/ Timothy Dunn 04/20/2023
Signature of Reporting Person Date
By: Timothy M. Dunn, individually /s/ Timothy Dunn 04/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series I Preferred Stock ("Preferred Stock") is convertible at the option of the holder into 400 shares of common stock of the Issuer ("Common Stock"), subject to adjustments. The Preferred Stock may be converted at any time and has no expiration date. Each share of Preferred Stock entitles its holder to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are then convertible as of the record date for determining stockholders entitled to vote on all matters presented to the holders of Common Stock for approval, voting together with the holders of Common Stock as one class. The rights and limitations of the Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed with the SEC on April 11, 2023.
( 2 )Shares reported herein are held by Hexagon Partners, Ltd. ("Hexagon"). Texas Star Management Company, LLC ("TSMC") is the general partner of Hexagon. Timothy M. Dunn is the managing member of TSMC. Accordingly, TSMC and Mr. Dunn may be deemed to share the right to direct the voting or disposition of the securities held directly by Hexagon and therefore may be deemed to beneficially own such securities. Each of TSMC and Mr. Dunn disclaim beneficial ownership of the securities held by Hexagon except to the extent of their pecuniary interest therein, if any.

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