SEC Filing | Creative Realities

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MILLS RICHARD C

(Last)

(First)

(Middle)

13100 MAGISTERIAL DRIVE, SUITE 100

(Street)

LOUISVILLE

40223

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CREATIVE REALITIES, INC. [ CREX ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	10/15/2015		J4⁽¹⁾	248,236⁽⁷⁾	A	⁽¹⁾	248,236⁽⁷⁾	D
Common Stock	09/01/2017		J4⁽⁶⁾	106,602⁽⁶⁾⁽⁷⁾	A	⁽⁶⁾	354,838⁽⁷⁾	D
Common Stock	09/27/2017		C4	180,754⁽⁷⁾	A	$0.255	535,592⁽⁷⁾	D
Common Stock	10/15/2015		J4⁽¹⁾	87,976⁽⁷⁾	A	⁽¹⁾	87,976⁽⁷⁾	I	By RFK Commnications, LLC⁽²⁾

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)	4. Transaction Code (Instr. 8)	(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)
Series A-1 Convertible Preferred Stock	$0.255	10/15/2015		4J⁽¹⁾	1,235,794		10/15/2015	⁽³⁾	Common Stock	161,542⁽⁷⁾	⁽¹⁾	1,235,794	D
Series A-1 Convertible Preferred Stock	$0.255	12/31/2015		J⁽⁴⁾5	15,860		12/31/2015	⁽³⁾	Common Stock	2,074⁽⁷⁾	⁽⁴⁾	1,251,654	D
Series A-1 Convertible Preferred Stock	$0.255	06/30/2016		J⁽⁴⁾5	37,550		06/30/2016	⁽³⁾	Common Stock	4,909⁽⁷⁾	⁽⁴⁾	1,289,204	D
Series A-1 Convertible Preferred Stock	$0.255	12/31/2016		J⁽⁴⁾5	38,240		12/31/2016	⁽³⁾	Common Stock	4,999⁽⁷⁾	⁽⁴⁾	1,327,444	D
Series A-1 Convertible Preferred Stock	$0.255	06/30/2017		J⁽⁴⁾5	39,824		06/30/2017	⁽³⁾	Common Stock	5,206⁽⁷⁾	⁽⁴⁾	1,367,268	D
Series A-1 Convertible Preferred Stock	$0.255	09/27/2017		4C		1,327,444	12/31/2016	⁽³⁾	Common Stock	180,754⁽⁷⁾	$0	0	D
Convertible Promissory Note	⁽⁵⁾	10/15/2015		4J⁽⁵⁾	547,824⁽⁵⁾		⁽⁵⁾	10/15/2017	Common Stock	18,261⁽⁵⁾⁽⁷⁾	⁽⁵⁾	547,824⁽⁵⁾	I	By RFK Communications, LLC⁽²⁾
Convertible Promissory Note	⁽⁵⁾	01/17/2017		4S		547,824⁽⁵⁾	⁽⁵⁾	10/15/2017	Common Stock	18,261⁽⁵⁾	$565,000⁽⁸⁾	0	D
Warrants to purchase Common Stock	$8.3771⁽⁷⁾	10/15/2015		4J⁽⁵⁾	8,929⁽⁷⁾		10/15/2015	10/15/2020	Common Stock	8,929⁽⁷⁾	⁽⁵⁾	8,929⁽⁷⁾	I	By RFK Communications, LLC⁽²⁾

Explanation of Responses:

1. Shares received as merger consideration in connection with Issuer's merger with Conexus World Capital, LLC.

2. The Reporting Person is a principal of RFK Communications, LLC and has voting and investment power for this entity.

3. No expiration date.

4. The Reporting Person received these shares as a payment-in-kind dividend.

5. Received Secured Convertible Promissory Note for $150,000 which is convertible into approximately 547,824 shares of Common Stock, including interest through 11/30/2016; and a Warrant to purchase 267,857 shares of Common Stock in connection with surrender and conversion of earlier-issued debt of ConeXus. The Warrant contains provisions blocking exercise if such exercise would result in the purchaser holding more than 4.99% of the Issuer's shares outstanding.

6. The Reporting Person received these shares in connection with an agreement reached on September 1, 2017 by Creative Realities, Inc. and the prior shareholders of ConeXus to recognize the value obtained by Creative Realities, Inc. as a result of the merger and to settle the Holdback Shares to the prior shareholders of ConeXus.

7. All common stock share numbers have be adjusted to reflect a 1 for 30 reverse stock split effective on 10/17/2018.

8. On or about January 17, 2017, all of the outstanding Convertible Promissory Notes were acquired by the Issuer's largest shareholder.

	/s/ Richard Mills	01/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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