Mehdizadeh P Vincent - 4 filing on 2014-07-08

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^*

Mehdizadeh P Vincent

(Last)

(First)

(Middle)

8439 W. SUNSET BLVD.

SUITE 101

(Street)

WEST HOLLYWOOD

90069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Medbox, Inc. [ MDBX ]

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

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Founder, Senior Strategist

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2014		S		1,200⁽¹⁾	D	$17.7	16,109,355	I	See note⁽²⁾
Common Stock	07/03/2014		J⁽³⁾		45,000⁽³⁾	A	⁽³⁾	16,154,355	I	See note⁽⁴⁾
Common Stock	07/03/2014		S		30,000⁽⁵⁾	D	⁽⁵⁾	16,124,355	I	See note⁽⁶⁾
Common Stock	07/03/2014		J⁽⁷⁾		280,000⁽⁷⁾	A	⁽⁷⁾	16,404,355	I	See note⁽⁸⁾
Common Stock	07/07/2014		S		11,500⁽⁹⁾	D	$18	16,392,855	I	See note⁽¹⁰⁾
Common Stock	07/07/2014		S		42,857⁽¹¹⁾	D	$7	16,349,998	I	See note⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 1,200 shares sold on the open market by PVM International, Inc., which is owned and controlled by the Reporting Person.

2. Following this transaction, 13,036,302 shares were held by Vincent Chase, Inc. and 3,073,053 shares were held by PVM International, Inc., each of which are owned and controlled by the Reporting Person.

3. Represents 45,000 shares transferred to Vincent Chase, Inc., which is owned and controlled by the Reporting Person, pursuant to an agreement between the transferor and Vincent Chase, Inc. The shares had been transferred by Vincent Chase, Inc. to the transferor conditional upon achievement of certain performance goals. The agreement required return of the shares if the performance goals were not achieved, and the transferor did not achieve those certain performance goals pursuant to the terms of the agreement.

4. Following this transaction, 13,081,302 shares were held by Vincent Chase, Inc. and 3,073,053 shares were held by PVM International, Inc., each of which are owned and controlled by the Reporting Person.

5. Represents 30,000 shares transferred by Vincent Chase, Inc., which is owned and controlled by the Reporting Person, pursuant to an agreement between the transferee and Vincent Chase, Inc. The shares had been transferred by Vincent Chase, Inc. to the transferee conditional upon achievement of certain performance goals, which the transferee achieved pursuant to the terms of the agreement.

6. Following this transaction, 13,051,302 shares were held by Vincent Chase, Inc. and 3,073,053 shares were held by PVM International, Inc., each of which are owned and controlled by the Reporting Person.

7. Represents 280,000 shares returned to Vincent Chase, Inc., which is owned and controlled by the Reporting Person. The shares were returned to Vincent Chase, Inc. due to an amendment in the compensation for certain officers and directors of the Issuer that was to be paid on behalf of the Issuer, in shares of the Issuer, by Vincent Chase, Inc.

8. Following this transaction, 13,331,302 shares were held by Vincent Chase, Inc. and 3,073,053 shares were held by PVM International, Inc., each of which are owned and controlled by the Reporting Person.

9. Represents 11,500 shares sold to existing, accredited investors of the Issuer in a private transaction by Vincent Chase, Inc., which is owned and controlled by the Reporting Person.

10. Following this transaction, 13,319,802 shares were held by Vincent Chase, Inc. and 3,073,053 shares were held by PVM International, Inc., each of which are owned and controlled by the Reporting Person.

11. Represents 42,857 shares sold to existing, accredited investors of the Issuer in a private transaction by Vincent Chase, Inc., which is owned and controlled by the Reporting Person.

12. Following this transaction, 13,276,945 shares were held by Vincent Chase, Inc. and 3,073,053 shares were held by PVM International, Inc., each of which are owned and controlled by the Reporting Person.

	/s/ Vincent Mehdizadeh	07/08/2014
	** Signature of Reporting Person	Date
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