| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SHARING SERVICES GLOBAL Corp [ SHRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/14/2023 | A | 33,333,333(1) | A | $0.021 | 225,186,870 | D | |||
| Common Stock | 03/01/2023 | A | 26,285,714(2) | A | $0.021 | 251,472,584 | I(4) | By Decentralized Sharing Systems, Inc. | ||
| Common Stock | 03/24/2023 | A | 9,452,647(6) | A | $0.021 | 260,925,231 | I(4) | By Decentralized Sharing Systems, Inc. | ||
| Common Stock | 03/24/2023 | A | 14,854,159(6) | A | $0.021 | 275,779,390 | I(4) | By Decentralized Sharing Systems, Inc. | ||
| Common Stock | 03/24/2023 | A | 693,194(6) | A | $0.021 | 276,472,584 | D | |||
| Common Stock | 04/27/2023 | A | 28,877,005(3) | A | $0.0187 | 305,349,589 | I(4) | By Decentralized Sharing Systems, Inc. | ||
| Common Stock | 05/04/2023 | D | 280,528,500 | D | $0.00(5) | 24,821,089 | I(4) | By Decentralized Sharing Systems, Inc. and DSS, Inc. | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On February 3, 2023, Sharing Services Global Corporation ("SHRG") mutually agreed with DSS, Inc. ("DSS") to enter into a Letter Agreement (the "DSS Letter Agreement"), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement between SHRG and DSS effective as of December 31, 2022. In accordance with the DSS Letter Agreement, SHRG agreed to issue 33,333,333 shares of its Common Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement. The shares were received on March 14, 2023. |
| 2. On February 28, 2023, the Company and Decentralized Sharing Systems, Inc. ("DSSI"), mutually agreed in a Letter Agreement (the "DSSI Letter Agreement") to a mutual settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the Company agreed to issue 26,285,714 shares of the Company's Common Stock, at a price per share of $0.021 in lieu of cash payment to satisfy the accrued and unpaid interest between the Issuance Date through and including December 31, 2022, equal to $552,000 owed to DSS under the DSSI Letter Agreement. The shares were received on March 1, 2023. |
| 3. On April 17, 2023, DSSI, entered into a letter agreement with SHRG, pursuant to which DSSI was granted 28,877,005 shares of SHRG's Common Stock at a price per share of $0.0187, in lieu of a cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, equal to $540,000, owed to DSSI on a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million. The shares were received April 27, 2023. |
| 4. Through DSS, Inc.'s wholly-owned subsidiary, Decentralized Sharing Systems, Inc., a Nevada corporation. |
| 5. SHRG did not receive proceeds in connection with the distribution registered through Form S-1 (file no. 333-271184), effective April 25, 2023. The shares were distributed by both Decentralized Sharing Systems, Inc. and DSS, Inc. |
| 6. Common shares issued to terminate warrants. |
| /s/ Todd D. Macko, Chief Financial Officer of DSS, Inc. | 05/08/2023 | |
| ** 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. | ||