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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
X
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Graham Gary John
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIRCLE, STE 1400
(Street)
GREENWOOD VILLAGE CO 80111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOBR Safe, Inc. [ SOBR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Amount (A) or (D) Price
Common Stock 3 11,322,575(1)(2) D
Common Stock 09/23/2020 J4 1,025,829 D (3) 11,322,575 I By IDTEC, LLC
Common Stock 09/23/2020 J4 1,025,829 D (3) 11,322,575 D
Common Stock 12/15/2020 C4 2,743,169 A $1 11,322,675 I By SOBR SAFE, LLC
Common Stock 12/15/2020 C4 2,743,169 A $1 2,743,169 D(4)
Common Stock 12/30/2020 J4 3,128,896 D (5) 11,322,575 I By IDTEC, LLC
Common Stock 12/30/2020 J4 3,128,896 D (5) 11,322,575 D
Common Stock 12/31/2020 C4 3,103,028 A (6) 11,322,575 I By IDTEC, LLC
Common Stock 12/31/2020 C4 3,103,028 A (6) 11,322,575 D
Common Stock 01/20/2022 X4 176,938 A $0.5 2,711,923 I By IDTEC, LLC
Common Stock 01/20/2022 X4 176,938 A $0.5 2,711,923 D(7)
Common Stock 03/01/2022 J4 2,000,000 D (8) 2,711,923 I By IDTEC, LLC
Common Stock 03/01/2022 J4 2,000,000 D (8) 2,711,923 D
Common Stock 06/30/2022 J4 888,750 D (9) 2,711,923 I By SOBR SAFE, LLC
Common Stock 06/30/2022 J4 888,750 D (9) 25,639 D
Common Stock 06/12/2023 C4 666,667 A (10) 2,542,616 I By First Capital Holdings, LLC
Common Stock 06/12/2023 C4 666,667 A (10) 2,542,616 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock $1 3 12/12/2019 (12) Common Stock 2,700,000 2,700,000 I By SOBR SAFE, LLC
Series A-1 Preferred Stock $1 3 12/12/2019 (12) Common Stock 2,700,000 2,700,000 D
Convertible Note $0.5 3 06/05/2020 (12) Common Stock 3,103,028 3,103,028 I By IDTEC, LLC
Convertible Note $0.5 3 06/05/2020 (12) Common Stock 3,103,028 3,103,028 D
Warrant $0.5 3 06/05/2020 06/04/2025 Common Stock 320,000 320,000 I By IDTEC, LLC
Warrant $0.5 3 06/05/2020 06/04/2025 Common Stock 320,000 320,000 D
Series A-1 Preferred Stock $1 12/15/2020 4C 2,743,169 12/12/2019 (12) Common Stock 2,743,169 $1 0 I By SOBR SAFE, LLC
Series A-1 Preferred Stock $1 12/15/2020 4C 2,743,169 12/12/2019 (12) Common Stock 2,743,169 $1 0 D
Convertible Note $0.5 12/31/2020 4X 3,103,028 06/05/2020 (12) Common Stock 3,103,028 (1) 0 I By IDTEC, LLC
Convertible Note $0.5 12/31/2020 4X 3,103,028 06/05/2020 (12) Common Stock 3,103,028 (1) 0 D
Warrant $0.5 01/20/2022 4X 176,938 06/05/2020 06/04/2025 Common Stock 320,000 (1) 143,062 I By IDTEC, LLC
Warrant $0.5 01/20/2022 4X 176,938 06/05/2020 06/04/2025 Common Stock 320,000 (1) 143,062 D
Series B Preferred Stock $1.84 03/01/2022 4J 2,000,000 09/01/2022 (12) Common Stock 2,000,000 (8) 2,000,000 I By IDTEC, LLC
Series B Preferred Stock $1.84 03/01/2022 4J 2,000,000 09/01/2022 (12) Common Stock 2,000,000 (8) 2,000,000 D
Series B Preferred Stock $1.84 04/30/2023 4C 666,667 09/01/2022 (12) Common Stock 666,667(11) (10) 0 I By First Capital Holdings, LLC
Series B Preferred Stock $1.84 04/30/2023 4C 666,667 09/01/2022 (12) Common Stock 666,667(11) (10) 0 D
1. Name and Address of Reporting Person*
Graham Gary John
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIRCLE, STE 1400
(Street)
GREENWOOD VILLAGE CO 80111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
IDTEC, LLC
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIRCLE, STE 1400
(Street)
GREENWOOD VILLAGE CO 80111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOBR Safe LLC
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIRCLE STE. 1400
(Street)
GREENWOOD VILLAGE CO 80111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Capital Holdings LLC
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIRLCE, STE 1400
(Street)
GREENWOOD VILLAGE CO 80111
(City) (State) (Zip)
Explanation of Responses:
1. Issued to IDTEC, LLC pursuant to an Asset Purchase Agreement dated May 6, 2019 (and Amendment No. 1 thereto dated March 9, 2020, together the "APA") between the Issuer and IDTEC, LLC, and related transactions (together with the asset purchase the "Transaction"), under which IDTEC LLC was issued (i) 12,000,000 shares of the Issuer's common stock, (ii) a convertible promissory note ( the "Note") in the principal amount of $1,485,189 with a conversion price of $0.50 per share, and (iii) a warrant (the "Warrant") to purchase up to 320,000 shares of the Issuer's common stock at an exercise price of $0.50 per share.. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC.
2. Amounts in all rows in this Column 6 pertain to Gary J. Graham as to the total amount of shares reflected at the end of each fiscal year; pertain to IDTEC, LLC, First Capital Holdings, LLC and First Capital Ventures, LLC as to the total number of shares indicated minus 25,316 shares (after the 1:3 reverse stock split effected on April 28, 2022) underlying stock options held of record by Gary J. Graham, individually. Transactions by SOBR SAFE, LLC pertain only to Gary J. Graham and First Capital Holdings, LLC.
3. Distribution by IDTEC, LLC of an aggregate of 1,025,829 shares of common stock of the Issuer to its members. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC.
4. Conversion by SOBR SAFE, LLC of 2,700,000 shares of series A-1 preferred stock, plus accrued dividends, to shares of common stock. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of SOBR SAFE, LLC.
5. Transfer by IDTEC, LLC of an aggregate of 3,128,896 shares of common stock of the Issuer to 24 individuals or entities that had assisted the company. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC.
6. Conversion by IDTEC, LLC of principal and accrued interest on the Note into 3,103,028 shares of common stock of the Issuer at $0.50 per share. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC.
7. Exercise by IDTEC, LLC of the Warrant.
8. Exchange by IDTEC, LLC of 2,000,000 shares of common stock of the Issuer for 2,000,000 shares of preferred stock of the Issuer. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of IDTEC, LLC.
9. Liquidating distribution by SOBR SAFE LLC to its members with 25,639 shares retained to cover liquidation expenses. Mr. Gary Graham was the Manager of a limited liability company that was the Managing Member of SOBR SAFE, LLC.
10. Conversion by First Capital Holdings, LLC, the successor of IDTEC LLC, of 666,667 shares of series B preferred stock of the Issuer into 666,667 shares of common stock of the Issuer. Mr. Gary Graham is the Manager of First Capital Holdings, LLC.
11. The Issuer effected a 1:3 reverse stock split on April 28, 2022.
12. The series A-1 preferred stock and the series B preferred stock are convertible for as long as the shares are outstanding. The Note is convertible until maturity.
/s/ Gary J. Graham 01/30/2024
FIRST CAPITAL HOLDINGS LLC: /s/ Gary J. Graham, Manager 01/30/2024
IDTEC, LLC - BY: FIRST CAPITAL VENTURES, LLC, Managing Member: /s/ Gary J. Graham, Manager 01/30/2024
SOBR SAFE, LLC - BY FIRST CAPITAL VENTURES, LLC. Managing Member: /s/ Gary J. Graham, Manager 01/30/2024
** Signature of Reporting Person Date

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