SEC Info - Beifuss William E Jr. - ‘4’ for 2/26/20 re: Digital Locations, Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEIFUSS WILLIAM E JR

(Last)

(First)

(Middle)

C/O DIGITAL LOCATIONS, INC.

3700 STATE STREET, SUITE 350

(Street)

SANTA BARBARA

93105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Digital Locations, Inc. [ DLOC ]

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, President, CEO & CFO

3. Date of Earliest Transaction (Month/Day/Year)
2/26/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/26/20		J ⁽¹⁾		9,777,778	A	⁽¹⁾	9,873,316	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	2/26/20		P		1,100		2/26/20	⁽²⁾	Common Stock	⁽¹⁾	$100	1,100	D
Series B Preferred Stock	$0.0113 ⁽¹⁾	2/26/20		J ⁽¹⁾			1,100	2/26/20	⁽²⁾	Common Stock	⁽¹⁾	$0	0	D

Explanation of Responses:

(1) On February 26, 2020, in a transaction with an unaffiliated shareholder of the Series B Preferred Stock (the "Series B Preferred Stock") of Digital Locations, Inc. (the "Issuer"), a Nevada corporation, the Reporting Person purchased 1,100 shares of Series B Preferred Stock of the Issuer from the unaffiliated shareholder at the stated value of $100 per share, representing a total purchase price of $110,000. Each share of Series B Preferred Stock has a stated value of $100 and is convertible into the Issuer's common stock, par value $0.001 per share, (the "Common Stock") at a conversion price equal to the lesser of: (1) fifty percent (50%) of the lowest trade price of the Common Stock recorded on any trade day after December 12, 2012 or (2) the lowest effective price per share granted to any person or entity, including the Reporting Person but excluding officers and directors of the Issuer, to acquire Common Stock, or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents. On February 26, 2020, the Reporting Person converted 1,100 shares of Series B Preferred Stock of the Issuer at a conversion price of $0.01125 per share, representing fifty percent (50%) of the lowest trade price of Common Stock recorded on any trade day after December 12, 2012, into 9,777,778 shares of Common Stock. The Series B Preferred Stock has a beneficial ownership limitation of 4.99%, however, in connection with the transaction, the Reporting Person and the Issuer entered into an agreement to waive such limitation.

(2) N/A

Remarks:

	/s/ William E. Beifuss, Jr.	2/28/20
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
J	Other acquisition or disposition.
P	Open market or private purchase of non-derivative or derivative security.

Beifuss William E Jr. – ‘4’ for 2/26/20 re: Digital Locations, Inc.

On: Friday, 2/28/20, at 9:30pm ET · For: 2/26/20 · Accession #: 1477932-20-1006 · File #: 0-54817

Previous ‘4’: ‘4’ on 8/5/10 for 8/3/10 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

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Beifuss William E Jr. – ‘4’ for 2/26/20 re: Digital Locations, Inc.

On: Friday, 2/28/20, at 9:30pm ET · For: 2/26/20 · Accession #: 1477932-20-1006 · File #: 0-54817

Previous ‘4’: ‘4’ on 8/5/10 for 8/3/10 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents