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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Levy Ron |
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2. Issuer Name and Ticker or Trading Symbol
Crypto Co [CRCW]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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__X__ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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CEO, CFO and Director
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5348 VEGAS DRIVE, SUITE 1548 |
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2021 |
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LAS VEGAS, NV 89108 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 07/23/2021 |
| S |
| 902,729 | D | (1) | 2,085,617 | I | See Footnote (1) |
| Common Stock | 07/23/2021 |
| S |
| 902,729 | D | (1) | 6,917,427 | I | See Footnote (2) |
| Common Stock | 01/01/2022 |
| A |
| 15,000 (3) | D |
$
0
| 1,815,000 (4) | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Levy Ron
5348 VEGAS DRIVE, SUITE 1548
LAS VEGAS, NV 89108 |
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X
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CEO, CFO and Director |
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Imperial Strategies, LLC
5348 VEGAS DRIVE, SUITE 1548
LAS VEGAS,, NV 89108 |
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X
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Signatures
| /s/ Martin Lipsic (as manager) | |
03/09/2022 |
| **Signature of Reporting Person | Date |
| /s/ Ron Levy | |
03/09/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | Effective July 23, 2021, 902,729 shares were sold by Imperial Strategies, LLC ("Imperial") in a private transaction involving a former interest holder of Imperial. After that stock sale Imperial is the direct beneficial owner of 2,085,617 shares of common stock of the Issuer. Ron Levy, CEO of the Issuer, is the COO of Imperial, and may be deemed to have voting and investment power over the shares beneficially owned by Imperial. |
| (2) | Redwood Fund LP is the direct beneficial owner of 3,031,810 shares of common stock of the Issuer. Ladyface Capital, LLC is the General Partner of Redwood Fund LP. Ron Levy, CEO of the Issuer, is COO of Ladyface Capital, LLC and may be deemed to have voting and investment power over the shares beneficially owned by Redwood Fund LP. Imperial is the direct beneficial owner of 2,085,617 shares of common stock of the Issuer listed in this row. The ownership reported also includes 550,000 shares of common stock directly owned by Mr. Levy as of July 23, 2021, and vested options held by Mr. Levy as of July 23, 2021 to acquire 1,250,000 shares, but does not include shares granted to Mr. Levy in January 2022. |
| (3) | Restricted stock award granted to Mr. Levy pursuant to the Issuer's 2017 Equity Incentive Plan. |
| (4) | The beneficial ownership reported in this row only includes shares and vested options directly owned by Mr. Levy. Shares that may be deemed indirectly beneficially by Mr. Levy, and generally identified in notes 1 and 2 above, are not included in the shares reported as directly owned by Mr. Levy identified in column 5 of this row. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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