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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 2020- 2/26/05:00 |
Not Subject to Section 16? Yes |
Issuer: |
| Issuer CIK: 1407878 |
| Issuer Name: Digital Locations, Inc. |
| Issuer Trading Symbol: DLOC |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1473770 |
| | Owner Name: BEIFUSS WILLIAM E JR |
| Reporting Owner Address: |
| | Owner Street 1: C/O DIGITAL LOCATIONS, INC. |
| | Owner Street 2: 3700 STATE STREET, SUITE 350 |
| | Owner City: SANTA BARBARA |
| | Owner State: CA |
| | Owner ZIP Code: 93105 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: Chairman, President, CEO & CFO |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2020- 2/26/05:00 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,777,778 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,873,316 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series B Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 2020- 2/26/05:00 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,100 |
| | | Transaction Price Per Share: |
| Value: 100 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 2020- 2/26/05:00 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,100 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series B Preferred Stock |
| | Conversion or Exercise Price: |
| | | Value: 0.0113 |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 2020- 2/26/05:00 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,100 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 2020- 2/26/05:00 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: N/A |
Remarks: |
Owner Signature: |
| Signature Name: /s/ William E. Beifuss, Jr. |
| Signature Date: 2020- 2/28/05:00 |