Statement of Changes in Beneficial Ownership (4)
21 December 2021 - 9:19AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Post Road Special Opportunity Fund II Offshore LP |
2. Issuer Name and Ticker or Trading Symbol
Digerati Technologies, Inc.
[
DTGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2 LANDMARK SQUARE, SUITE 207 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2021 |
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Warrant (Right to Buy) | $0.01 | 12/20/2021 | | P | | 4702715 | | (1) | 11/17/2030 | Common Stock | 4702715 | (1) | 41643221 | D (2) | |
| Explanation of Responses: |
| (1) | On December 20, 2021, Post Road Special Opportunity Fund II LP (the "Fund") assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 6.65% of a warrant (the "Warrant") previously issued by Digerati Technologies, Inc. (the "Issuer") to the Fund. The approximately 6.65% of the Warrant so assigned by the Fund to the Offshore Fund is exercisable into 4,702,715 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at any time at the holder's election at an exercise price of $0.01 per share and has an expiration date of November 17, 2030. |
| (2) | Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Fund, the General Partner, the Manager and the Managing Partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to the Fund's assignment of the approximately 6.65% of the Warrant described herein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Post Road Special Opportunity Fund II Offshore LP
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901 |
| X |
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Post Road SOF GP II LLC
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901 |
| X |
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Post Road Group LP
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901 |
| X |
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Bogdan Michael
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901 |
| X |
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Davis Kevin C.
2 LANDMARK SQUARE, SUITE 207
STAMFORD, CT 06901 |
| X |
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Signatures
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| /s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II Offshore LP | | 12/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Michael Bogdan, as Managing Partner of Post Road SOF GP II LLC | | 12/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Michael Bogdan, as Managing Partner of Post Road Group LP | | 12/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Michael Bogdan | | 12/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kevin C. Davis | | 12/20/2021 |
| **Signature of Reporting Person | Date |
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