Edgar Filing: Beedie Investments Ltd

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Beedie Investments Ltd

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2018

3. Issuer Name and Ticker or Trading Symbol
Accelerize Inc. [ACLZ]

(Last)

(First)

(Middle)

1730-1111 WEST GEORGIA STREET

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

VANCOUVER,Â A1Â V6E 4M3

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrant - BC-01 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	01/26/2018	01/25/2024	Common Stock	4,500,000	$ 0.35	D ⁽¹⁾	Â
Common Stock Purchase Warrant - BC-02 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	06/01/2018	01/25/2024	Common Stock	500,000	$ 0.35	D ⁽¹⁾	Â
Common Stock Purchase Warrant - BC-03 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	06/14/2018	01/25/2024	Common Stock	100,000	$ 0.35	D ⁽¹⁾	Â
Common Stock Purchase Warrant - BC-01 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	08/31/2018	01/25/2024	Common Stock	1,500,000	$ 0.35	D ⁽¹⁾	Â
Common Stock Purchase Warrant - BC-03	09/01/2018	01/25/2024	Common Stock	835,000	$ 0.35	D ⁽¹⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Beedie Investments Ltd 1730-1111 WEST GEORGIA STREET VANCOUVER,Â A1Â V6E 4M3	Â	Â X	Â	Â
Beedie OYII Holdings Ltd. 1730-1111 WEST GEORGIA STREET VANCOUVER,Â A1Â V6E 4M3	Â	Â X	Â	Â
Beedie Holdings Ltd. 1730-1111 WEST GEORGIA STREET VANCOUVER,Â A1Â V6E 4M3	Â	Â X	Â	Â
Ryan Beedie Family Trust III 1730-1111 WEST GEORGIA STREET VANCOUVER,Â A1Â V6E 4M3	Â	Â X	Â	Â
4358 Investments Ltd 1730-1111 WEST GEORGIA STREET VANCOUVER,Â A1Â V6E 4M3	Â	Â X	Â	Â
Beedie Ryan 1730-1111 WEST GEORGIA STREET VANCOUVER,Â A1Â V6E 4M3	Â	Â X	Â	Â

Signatures

/s/ Ryan Beedie, President		02/13/2019
^**Signature of Reporting Person		Date
/s/ Ryan Beedie, President		02/13/2019
^**Signature of Reporting Person		Date
/s/ Ryan Beedie, President		02/13/2019
^**Signature of Reporting Person		Date
/s/ Ryan Beedie, President		02/13/2019
^**Signature of Reporting Person		Date
/s/ Ryan Beedie, President		02/13/2019
^**Signature of Reporting Person		Date
/s/ Ryan Beedie		02/13/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Beedie Investments Limited ("BIL") directly owns warrants to acquire 7,435,000 shares of Common Stock of the Issuer. This Form 3 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information. See Continuation of Form 3 on page 3.
(2)	The Reporting Persons, through BIL's direct beneficial ownership, beneficially own warrants to purchase Common Stock in the Issuer at an exercise price of $0.35 per share ("Warrants"), which currently represent the right to purchase within sixty days 7,435,000 shares of Common Stock. On January 25, 2018, the Issuer entered into a non-revolving term credit agreement (the "Credit Agreement") with BIL to borrow up to a maximum of $7,000,000. In connection with the Credit Agreement, the Issuer issued Warrants to BIL whereby for every dollar borrowed and outstanding by Issuer from BIL, BIL would be entitled to purchase one share of Common Stock at an exercise price of $0.35 per share, up to 7,000,000 shares. Concurrent with the execution of the Credit Agreement, Issuer borrowed $4,500,000 and therefore BIL was entitled to Warrants for up to 4,500,000 shares as of January 26, 2018.
(3)	On May 31, 2018, the Issuer and BIL entered into the First Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 100,000 Warrants that were not tied to borrowing amount. On June 13, 2018, the Issuer and BIL entered into the Second Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 500,000 Warrants that were not tied to borrowing amount.
(4)	On August 31, 2018, the Issuer and BIL entered into the Third Amendment to the Credit Agreement, whereby the Issuer borrowed an additional $1,500,000 under the Credit Agreement, which resulted in an BIL being entitled to 1,500,000 additional Warrants in connection with the additional borrowing, and, in partial consideration for entering into the foregoing amendment, Issuer issued to BIL an additional 835,000 Warrants. In addition, up to 1,000,000 additional shares of Common Stock under the Warrants will be issued and exercisable on a pro rata basis to additional amounts borrowed if and when advanced under the Credit Agreement. The Warrants are exercisable for cash until January 25, 2024. The Warrants will be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL. The funding for the Credit Agreement came from the working capital of BIL. None of the Warrants have been exercised as of the date hereof.

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