SEC FORM 4 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
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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*
Brogan Edward Francis

(Last) (First) (Middle)
605 W. KNOX., #202

(Street)
TEMPE AZ 85284

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JAMESON STANFORD RESOURCES Corp [ JMSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/18/2014
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)
Code V Amount (A) or (D) Price
Common Stock 10/27/2014 C 1,124,000(5) A $0.5(1) 1,144,500 D
Common Stock 10/27/2014 X 250,000 A $0.5(1) 1,394,500 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Redeemable Promissory Note $0.5(1) 10/18/2013 A $500,000(2) 10/18/2013 10/31/2015 Common Stock 1,000,000 $1 $500,000(2) D
Convertible Redeemable Promissory Note $0.5 10/27/2014 C $500,000(2) 10/18/2013 10/31/2015 Common Stock 1,000,000 (6) 0 D
Common Stock Warrants $0.5(3) 10/27/2014 X 500,000 10/18/2013 10/31/2014 Common Stock 250,000(4) (6) 0 D
Explanation of Responses:
1. Conversion price is equal to the lower of (a) $0.50 per share or (b) eighty percent (80%) of the per share price of any equity offering closed by the Issuer while the Note remains outstanding.
2. Reflects principal balance of convertible note.
3. Common Stock Warrant was amended on October 27, 2014 to reduce the Exercise Price from $1.00 per share to $0.50 per share.
4. On October 27, 2014, the Reporting Person exercised the warrants on a cashless basis, resulting in Jameson withholding 250,000 of the warrant shares to pay the exercise price and issuing a net 250,000 shares of common stock.
5. Includes accrued interest of $62,000.
6. Not applicable.
/s/ Brogan Edward Francis 10/29/2014
** 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).
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