Bradley Parscale - Apr 11, 2023 Form 3 Insider Report for AiAdvertising, Inc. (AIAD)

Role
Member of 10% owner group(*)
Signature
By: Bradley Parscale /s/ Bradley Parscale
Stock symbol
AIAD
Transactions as of
Apr 11, 2023
Transactions value $
$0
Form type
3
Date filed
4/20/2023, 05:00 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AIAD Common Stock 5M Apr 11, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding AIAD Series D Preferred Stock Apr 11, 2023 Common Stock 215M Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series D Preferred Stock has a stated value of $100 and is convertible into 2,500 shares of Common Stock, subject to adjustments. The Series D Preferred Stock may be converted by the holder at any time upon 90 days' notice and has no expiration date. The rights and limitations of the Series D Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed by the Issuer with the SEC on August 2, 2017.

Remarks:

* On April 11, 2023, pursuant to a securities purchase agreement between Hexagon Partners, Ltd. ("Hexagon") and the Issuer (the "SPA"), Hexagon purchased 2,272,727 shares of Series I Preferred Stock (the "Preferred Stock"). Each share of Series I Preferred Stock is convertible at the option of the holder into 400 shares of common stock of the Issuer ("Common Stock"). Accordingly, Hexagon, its general partner Texas Star Management Company, LLC ("TSMC"), and TSMC's manager Timothy Dunn reported on Schedule 13D voting power of 40.6% of the Issuer's Common Stock. Mr. Parscale is not a party to the SPA but has consulted with Hexagon, TSMC, and Mr. Dunn with respect to the transactions contemplated by the SPA. Mr. Parscale holds 5,000,000 shares of Common Stock he received from the conversion of Series D Preferred Stock. Mr. Parscale expressly disclaims beneficial ownership of the securities held by Hexagon.