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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rothrock David B.
2. Issuer Name and Ticker or Trading Symbol

Investview, Inc. [ INVU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O INVESTVIEW, INC., 234 INDUSTRIAL WAY WEST, SUITE A202
3. Date of Earliest Transaction (MM/DD/YYYY)

11/9/2020
(Street)

EATONTOWN, NJ 07724
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.001 par value 11/9/2020  D  50000000 A$0.00 50000000 D  
Common Stock, $0.001 par value 12/27/2021  F  5200000 (1)D$0.04 44800000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Secured Promissory Note $0.0125 (2)11/9/2020  H     $1300000   (2) (2)Common Stock 103409091 (2) (2)$3300000 I see footnote (4)
Convertible Secured Promissory Note $0.007 (2)11/9/2020  P   $1300000     (2) (2)Common Stock 185714286 (2) (2)$3300000 I see footnote (4)
Convertible Secured Promissory Note $0.0125 (3)11/9/2020  H     $700000   (3) (3)Common Stock 55681818 (3) (3)$3300000 I see footnote (4)
Convertible Secured Promissory Note $0.007 (3)11/9/2020  P   $700000     (3) (3)Common Stock 100000000 (3) (3)$3300000 I see footnote (4)
Convertible Secured Promissory Note $0.007 (5)11/9/2020  P   $1300000     (5) (5)Common Stock 185714286 (5) (5)$3300000 I see footnote (4)
Redeemable Non-voting Membership Interests  (6)9/3/2021  P   56500000     (6) (6)Common Stock 565000000  (6)565000000 I see footnote (7)

Explanation of Responses:
(1) Surrendered to Investview, Inc. at $0.04 per share for payment of taxes due upon vesting of 16,666,666 shares.
(2) The transactions reported in Table II involved the amendment of a Convertible Secured Promissory Note (the "Note") to reduce the conversion price from $0.012571428571429 to $0.007 per share. The Note is convertible at the option of the holder thereof or, if certain conditions are met, the Issuer, into a number of shares of common stock of the Issuer (the "Common Stock"), equal to the Conversion Amount divided by the applicable Conversion Price. Conversion Amount means the sum of (1) the principal amount of the Note to be converted plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the Note on the date of conversion, plus (3) default interest, if any. Conversion Price equals $0.007 per share and is subject to adjustment as set forth in the Note. The principal amount of the Note is $1,300,000. The unpaid principal balance of the Note initially bears interest at a rate of 20% per annum. The Note matures on April 27, 2030.
(3) The transactions reported in Table II involved the amendment of a Convertible Secured Promissory Note (the "Note") to reduce the conversion price from $0.012571428571429 to $0.007 per share. The Note is convertible at the option of the holder thereof or, if certain conditions are met, the Issuer, into a number of shares of common stock of the Issuer (the "Common Stock"), equal to the Conversion Amount divided by the applicable Conversion Price. Conversion Amount means the sum of (1) the principal amount of the Note to be converted plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the Note on the date of conversion, plus (3) default interest, if any. Conversion Price equals $0.007 per share and is subject to adjustment as set forth in the Note. The principal amount of the Note is $700,000. The unpaid principal balance of the Note initially bears interest at a rate of 20% per annum. The Note matures on April 27, 2030.
(4) These securities are held of record by DBR Capital, LLC ("DBR Capital"). The Reporting Person is the sole managing member of DBR Capital. By virtue of such relationship, the Reporting Person may be deemed to have voting and investment power with respect to the securities held by DBR Capital as noted above and as a result may be deemed to have beneficial ownership over such securities. Each of the Reporting Person and DBR Capital disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purpose.
(5) The Convertible Secured Promissory Note (the "Note") is convertible from time to time, at the option of the holder thereof or, if certain conditions are met, the Issuer, into a number of shares of common stock of the Issuer (the "Common Stock"), equal to the Conversion Amount divided by the applicable Conversion Price. "Conversion Amount" means the sum of (1) the principal amount of the Note to be converted in the conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the Note on the date of conversion, plus (3) default interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). "Conversion Price" initially equals $0.007 and is subject to adjustment as set forth in the Note. The unpaid principal balance of the Note initially bears interest at a rate of 38.5% per annum, composed of an interest rate of 25% per annum and a facility fee of 13.5% per annum. The Note matures on April 27, 2030.
(6) The Redeemable Non-voting Membership Interests in Investview Financial Group Holdings, LLC, a wholly owned subsidiary of Investview, Inc., are redeemable on a one-for-one basis into shares of Common Stock of Investview, Inc., any time after six months from the date of issuance at the election of the holder. If unredeemed by the holder, Investview, Inc., may force redemption at any time after five years from the date of issuance.
(7) These securities are held of record by MPower Trading Systems LLC ("MPower"). The Reporting Person is the sole managing member of MPower. By virtue of such relationship, the Reporting Person may be deemed to have voting and investment power with respect to the securities held by MPower as noted above and as a result may be deemed to have beneficial ownership over such securities. Each of the Reporting Person and MPower disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rothrock David B.
C/O INVESTVIEW, INC.
234 INDUSTRIAL WAY WEST, SUITE A202
EATONTOWN, NJ 07724
XX


Signatures
/s/ David B. Rothrock4/7/2022
**Signature of Reporting PersonDate


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.
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