| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AmeriCrew Inc. [ ACRU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants(1) | $1.9032 | 01/11/2022 | A | 12,519 | 01/11/2022 | 12/31/2026 | Common Stock | 12,519 | (1) | 12,519 | D | ||||
| Warrants(2) | $1.9032 | 01/11/2022 | A | 90,000 | 01/11/2022 | 12/31/2026 | Common Stock | 90,000 | (2) | 90,000 | I | By New Jersey Tower, Inc.(3) | |||
| Warrants(4) | $1.9032 | 01/11/2022 | A | 90,000 | 01/11/2022 | 12/31/2026 | Common Stock | 90,000 | (4) | 90,000 | I | By RR Power Leasing, LLC(5) | |||
| Explanation of Responses: |
| 1. Pursuant to an Amended and Restated Consolidated Bridge Funding Promissory Note entered into by and among the Company's wholly-owned subsidiary, Americrew CE Services, LLC, and the lenders named therein including the Reporting Person, the Reporting Person was issued common stock purchase warrants of the Issuer as additional consideration for extending the due date of indebtedness payable to the Reporting Person. |
| 2. Pursuant to the Note Modification Agreement entered into between the Company's wholly-owned subsidiary, Mikab Corporation, and New Jersey Tower, Inc., an entity affiliated with the Reporting Person, the affiliated entity was issued common stock purchase warrants of the Issuer as additional consideration for extending the due date of indebtedness payable to the affiliated entity. |
| 3. The Reporting Person owns 20% of this entity. |
| 4. Pursuant to the Note Modification Agreement entered into between the Company's wholly-owned subsidiary, Americrew CE Services, LLC, and RR Power Leasing, LLC, an entity affiliated with the Reporting Person, the affiliated entity was issued common stock purchase warrants of the Issuer as additional consideration for extending the due date of indebtedness payable to the affiliated entity. |
| 5. The Reporting Person is the managing member of this entity and owns a 2% interest. A trust of which Mr. Weiss is one of two trustees owns 47% of this entity. |
| /s/ Brian Weis | 01/28/2022 | |
| ** 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. | ||
