Investview Form 4 / Ralph R. Valvano ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Valvano Ralph R.

(Last)

(First)

(Middle)

C/O INVESTVIEW, INC.

234 INDUSTRIAL WAY WEST, SUITE A202

(Street)

EATONTOWN

07724

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Investview, Inc. [ INVU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	06/24/2022		D		5,200,000	D	$0⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$0.05	06/24/2022		A		8,125,000		⁽²⁾	06/24/2029	Common Stock	8,125,000	$0⁽²⁾	8,125,000	D
Employee Stock Option	$0.05	06/24/2022		A		29,375,000		⁽³⁾	06/25/2029	Common Stock	29,375,000	$0⁽³⁾	29,375,000	D

Explanation of Responses:

1. Disposition to the issuer of restricted stock under Rule 16b-3(e) in exchange for option granted 6/24/2022. See note 2.

2. Acquisition from the issuer of option under Rule 16b-3(d) in exchange for restricted stock, pursuant to Mr. Valvano's employment agreement. Option issued pursuant to the Company's 2022 Incentive Plan. Option has multiple vesting dates, as follows: 1,625,000 shares of common stock vest on date of grant; 1,625,000 shares of common stock vest on May 31, 2023; 1,625,000 shares of common stock vest on May 31, 2024; 1,625,000 shares of common stock vest on May 31, 2025; 1,625,000 shares of common stock vest on May 31, 2026.

3. Acquisition from the issuer of option under Rule 16b-3(d) pursuant to Mr. Valvano's employment agreement. Option issued pursuant to Company's 2022 Incentive Plan. Option has multiple vesting dates, as follows: 5,875,000 shares of common stock vest on February 21, 2023; 5,875,000 shares of common stock vest on February 21, 2024; 5,875,000 shares of common stock vest on February 21, 2025; 5,875,000 shares of common stock vest on February 21, 2026; 5,875,000 shares of common stock vest on February 21, 2027.

	/s/ Ralph R. Valvano	06/28/2022
	** 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.

Investview (INVU) Form 4Investview / Ralph R. Valvano ownership change