Initial Statement of Beneficial Ownership (3)
21 April 2023 - 7:01AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Hexagon Partners, Ltd. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/11/2023
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3. Issuer Name and Ticker or Trading Symbol
AiAdvertising, Inc. [AIAD]
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(Last)
(First)
(Middle)
18 DESTA DR. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
MIDLAND, TX 79705
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Series I Preferred Stock | 4/11/2023 (1) | (1) | Common Stock | 909090800 | (1) | D (2) | |
| 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) | Shares reported herein are held by Hexagon Partners, Ltd. ("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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hexagon Partners, Ltd.
18 DESTA DR.
MIDLAND, TX 79705 | X | X |
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Texas Star Management Company, LLC
18 DESTA DR.
MIDLAND, TX 79705 | X | X |
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Dunn Timothy M.
18 DESTA DR.
MIDLAND, TX 79705 | X | X |
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Signatures
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| Hexagon Partners, Ltd. By: Texas Star Management Company, LLC, its general partner By: Timothy M. Dunn, its managing member /s/ Timothy Dunn | | 4/20/2023 |
| **Signature of Reporting Person | Date |
| Texas Star Management Company, LLC By: Timothy M. Dunn, its managing member /s/ Timothy Dunn | | 4/20/2023 |
| **Signature of Reporting Person | Date |
| By: Timothy M. Dunn, individually /s/ Timothy Dunn | | 4/20/2023 |
| **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 5(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 control number. |
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