Filing Details

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 1)*

 

 

MASSROOTS, INC.

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

 

57630J106

(CUSIP Number)

 

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[ ] Rule 13d - 1(b)

[ ] Rule 13d - 1(c)

[X] Rule 13d - 1(d)

 

  

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1		NAMES OF REPORTING PERSONS
		Isaac Dietrich
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) [ ]
		N/A		(b) [ ]
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF		5	SOLE VOTING POWER		17,743,831
SHARES
BENEFICIALLY		6	SHARED VOTING POWER		0
OWNED BY
EACH		7	SOLE DISPOSITIVE POWER		17,743,831
REPORTING
PERSON WITH		8	SHARED DISPOSITIVE POWER		0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		17,743,831
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		[ ]
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9		24.7%
12		TYPE OF REPORTING PERSON		IN

SCHEDULE 13G

 

 

Item 1(a).

Name of Issuer: MassRoots, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1624 Market Street, Suite 201

Denver, Colorado 80202

 

Item 2(a).

Name of Person Filing: Isaac Dietrich

Item 2(b).

Address of Principal Business Office or, if None, Residence:

1624 Market Street, Suite 201

Denver, Colorado 80202

Item 2(c).

Citizenship: United States of America

Item 2(d).

Title of Class of Securities: Common Stock, $0.001 par value

Item 2(e).

CUSIP Number: 57630J106

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: Not Applicable.

 

Item 4.

Ownership:

(a)

Amount beneficially owned: 17,743,831*

(b)

Percent of class: 24.7%**

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 17,743,831

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 17,743,831

(iv)

Shared power to dispose or to direct the disposition of: 0

___________________

* The number of shares of Common Stock shown above as beneficially owned by Isaac Dietrich includes (1) 17,718,831 shares of Common Stock issued and outstanding in his name, (2) warrants to purchase 5,000 shares of Common Stock at $1.00 per share; and (3) warrants to purchase 20,000 shares of Common Stock at $0.90 per share. Please note that in Mr. Dietrich’s most recently filed Form 4 (August 31, 2016), Table I erroneously included the above 25,000 warrant shares in the calculation of the aggregate amount of Common Stock beneficially owned by Mr. Dietrich.

 

** Based on the 71,908,370 shares of Common Stock outstanding as of December 31, 2016, plus 25,000 shares of Common Stock that would be issued upon the exercise of Mr. Dietrich’s warrants.

 

Item 5.

Ownership of Five Percent or Less of a Class: Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not Applicable.

Item 8.

Identification and Classification of Members of the Group: Not Applicable.

Item 9.

Notice of Dissolution of Group: Not Applicable.

Item 10.

Certifications: Not Applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

	February 9, 2017
	Date
	/s/ Isaac Dietrich
	Signature
	Isaac Dietrich
	Name