| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AiAdvertising, Inc. [ AIAD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2024 | ||||||||||||||||||||||||||
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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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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series I Preferred Stock | (1) | 01/30/2024 | P | 892,857 | (1) | (1) | Common Stock | 357,142,800 | $2.8(2) | 3,165,584 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series I Preferred Stock ("Preferred Stock") is convertible at the option of the holder into 400 shares of common stock of the Issuer ("Common Stock"), subject to adjustments. The Preferred Stock may be converted at any time and has no expiration date. Each share of Preferred Stock entitles its holder to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are then convertible as of the record date for determining stockholders entitled to vote on all matters presented to the holders of Common Stock for approval, voting together with the holders of Common Stock as one class. The rights and limitations of the Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed with the SEC on April 11, 2023. |
| 2. On January 30, 2024, Hexagon Partners, Ltd., a Texas limited partnership ("Hexagon"), purchased from the Issuer 892,857 shares of Series I Preferred Stock at a purchase price of $2.80 per share of Series I Preferred Stock pursuant to the Amendment No. 1 to Securities Purchase Agreement dated January 30, 2024. |
| 3. Shares reported herein are held by Hexagon. Texas Star Management Company, LLC ("TSMC") is the general partner of Hexagon. Timothy M. Dunn is the managing member of TSMC. Accordingly, TSMC and Mr. Dunn may be deemed to share the right to direct the voting or disposition of the securities held directly by Hexagon and therefore may be deemed to beneficially own such securities. Each of TSMC and Mr. Dunn disclaim beneficial ownership of the securities held by Hexagon except to the extent of their pecuniary interest therein, if any. |
| Hexagon Partners, Ltd. By: Texas Star Management Company, LLC, its general partner By: Timothy M. Dunn, its managing member /s/ Timothy Dunn | 02/01/2024 | |
| Texas Star Management Company, LLC By: Timothy M. Dunn, its managing member /s/ Timothy Dunn | 02/01/2024 | |
| By: Timothy M. Dunn, individually /s/ Timothy Dunn | 02/01/2024 | |
| ** 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.