Edgar Filing: RenovaCare, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RAYAT HARMEL S

2. Issuer Name and Ticker or Trading Symbol
RenovaCare, Inc. [RCAR]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

700 - 688 WEST HASTINGS STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2016

(Street)

VANCOUVER, A1 V6B 1P1

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, par value $0.00001	02/02/2016		P⁽¹⁾		2,173,913	A	$ 0.46	44,550,713 ⁽²⁾	I	Kalen Capital Corporation ⁽³⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Stock Purchase Warrant

$ 0.46

02/02/2016

2,173,913

11/29/2013

11/29/2018

Common stock, par value $0.00001

1,326,087 ⁽⁴⁾

$ 0.46

5,626,087 ⁽⁵⁾

Kalen Capital Corporation ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RAYAT HARMEL S 700 - 688 WEST HASTINGS STREET VANCOUVER, A1 V6B 1P1		X

Signatures

Harmel Rayat		02/03/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On February 2, 2016, Kalen Capital Corporation exercised a Series B Stock Purchase Warrant for 2,173,913 shares of Issuers common stock at an exercise price of $0.46 per share for payment of $999,999.98.
(2)	Does not include derivative securities beneficially owned by Mr. Rayat.
(3)	Mr. Rayat is the sole shareholder and sole director of Kalen Capital Corporation.
(4)	Represents the number of shares remaining issuable upon exercise of the Series B Stock Purchase Warrant.
(5)	Includes (a) a Series B Stock Purchase Warrant to purchase up to 1,326,087 shares of the Issuers common stock at an exercise price of $0.46 per share through November 29, 2018; (b) a Series C Stock Purchase Warrant to purchase up to 3,500,000 shares of the Issuers common stock at an exercise price of $0.49 per share through November 29, 2018; and (c) a Series D Stock Purchase Warrant to purchase up to 800,000 shares of the Issuers common stock at an exercise price of $1.10 per share through June 5, 2020. Each of the foregoing warrants may be exercised on a cashless basis.

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