SEC Form 4 · accession 0001493152-16-006907
eWELLNESS HEALTHCARE Corp · EWLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | May 6, 2014 | J | 5,000,000 | — | D | 5,000,000 | D | |
| Common Stock, par value $0.001 per shareF2 | May 6, 2014 | S$0 | 4,600,000 | — | D | 400,000 | D |
Table II — derivative securities
Explanation of responses
- F1Pursuant to the terms and conditions of that certain Amended and Restated Share Exchange Agreement, dated as of April 30, 2014 ("Share Exchange Agreement"), among eWellness Healthcare Corporation (f/k/a Dignyte, Inc.), a Nevada corporation ("eWellness Healthcare"), Andreas A. McRobbie-Johnson (the "Reporting Person"), eWellness Corporation, a Nevada corporation ("eWellness"), and the holders of all of the issued and outstanding stock of eWellness (the "Shareholders"), the Reporting Person cancelled 5,000,000 shares of his eWellness Healthcare common stock which decreased the number of eWellness Healthcare common stock beneficially owned by the Reporting Person from 10,000,000 to 5,000,000 ("Cancellation of Shares"). The Reporting Person did not receive any cash consideration for the cancellation of his shares of eWellness Healthcare common stock.
- F2Pursuant to the terms and conditions of the Share Exchange Agreement, the Reporting Person transferred 3,100,000 shares of his eWellness Healthcare common stock to parties designated by eWellness and 1,500,000 shares of his eWellness Healthcare common stock to Summit Capital USA, Inc., which decreased the number of eWellness Healthcare common stock beneficially owned by the Reporting Person from 5,000,000 to 400,000, representing 2.63% of the issued and outstanding common stock of eWellness Healthcare (collectively, the "Transfer of Shares"). The foregoing percentage is calculated based on 15,200,000 shares of eWellness Healthcare common stock issued and outstanding as of May 6, 2014, as disclosed in a Form 8-K filed by the eWellness Healthcare with the Securities and Exchange Commission on May 6, 2014. The Reporting Person did not receive any cash consideration for the Transfer of Shares.
Remarks
Pursuant to the terms and conditions of the Share Exchange Agreement, on May 6, 2014 (the effective date of closing of the transactions under the Share Exchange Agreement), the Reporting Person resigned from all of his positions with eWellness Healthcare, including, but not limited to, chief executive officer, president and director. In addition, after the Cancellation of Shares and the Transfer of Shares as reported herein, the Reporting Person no longer beneficially owns more than 10% of the issued and outstanding common stock of eWellness Healthcare. Accordingly, the Reporting Person is no longer a reporting person subject to the requirements of Section 16 of the Securities Exchange Act of 1934.