Sec Form 4 Filing - KERBY WILLIAM @ SIGMA ADDITIVE SOLUTIONS, INC. - 2023-12-29

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
KERBY WILLIAM
2. Issuer Name and Ticker or Trading Symbol
SIGMA ADDITIVE SOLUTIONS, INC. [ SASI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3900 PASEO DEL SOL
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2023
(Street)
SANTA FE, NM87507
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 12/29/2023 A( 1 ) 28,625 A 28,625 D
Common Stock 12/29/2023 A( 1 ) 11,386 A 11,386 I By Travel and Media Tech, 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
Option ( 3 ) 12/29/2023 J( 3 ) 5,152 ( 3 ) 06/01/2024 12/29/2024 Common Stock 5,152 ( 3 ) $ 0 5,152 I By Travel and Media Tech, LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KERBY WILLIAM
3900 PASEO DEL SOL
SANTA FE, NM87507
Chief Executive Officer
Signatures
/s/ William Kerby 01/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares received in exchange for equity interests beneficially owned by William Kerby in connection with the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of the Issuer's common stock (the "Exchange") pursuant to a share exchange agreement dated October 13, 2023, as amended. Additional shares of the Issuer may be issued in the future upon achievement of certain milestones. No additional consideration was paid in connection with the Exchange, which closed on December 29, 2023.
( 2 )The shares are beneficially owned by ravel and Media Tech, LLC ("TMT"). Mr. Kerby is a 50% member of TMT. As such, Mr. Kerby is deemed to beneficially own the shares held by TMT. Mr. Kerby disclaims beneficial ownership of all securities held by TMT in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )On December 29, 2023, in connection with the Exchange, TMT entered into an agreement pursuant to which, from June 1, 2024 to December 29, 2024, (i) TMT has the right to purchase 5,152 shares of the Issuer's common stock from an investor, as well as any additional shares that may be issued to such investor upon achievement of certain milestones in connection with the Exchange (collectively, the "Option Shares"), for an aggregate of $400,000, and (ii) the investor has the right to put the Option Shares to TMT for an aggregate of $379,000.

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