TRISTAR WELLNESS SOLUTIONS, INC. - 4 filing on 2015-03-09

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^*

Linderman John

(Last)

(First)

(Middle)

10 SAUGATUCK AVE.

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRISTAR WELLNESS SOLUTIONS, INC. [ TWSI ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2013

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								1,875,000	I	NorthStar Consumer Products, LLC⁽¹⁾
Common Stock	04/15/2014		P		194,445	A	$0.9	2,069,445	I	By IRA⁽²⁾

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)
Warrants	$2.74	04/30/2013		A		50,000		04/30/2013	04/01/2019	Common Stock	50,000	⁽³⁾	50,000	D
Warrants	$2.19	08/15/2013		A		87,500		08/15/2013	04/30/2017	Common Stock	87,500	⁽⁴⁾	87,500	D
Warrants	$1	12/31/2013		A		550,000		12/31/2013	12/31/2018	Common Stock	550,000	⁽⁵⁾	550,000	D
Warrants	$0.25	11/14/2014		A		5,000		11/14/2014	04/30/2019	Common Stock	5,000	⁽⁶⁾	5,000	D
Warrants	$0.15	03/03/2015		A		120,000		03/03/2015	02/28/2020	Common Stock	120,000	⁽⁷⁾	120,000	D

Explanation of Responses:

1. NorthStar Consumer Products, LLC ("NCP") directly owns 3,750,000 shares of the Issuer's Common Stock. The Reporting Person is a 50% owner of NCP, and, as such, is deemed to benefically own 1,875,000 shares of the Issuer's Common Stock.

2. On April 15, 2014, Private Trust Company Custodian for Pensco Trust Company for the Benefit of John Linderman IRA acquired 194,445 shares of the Issuer's Common Stock.

3. The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $137,000.

4. The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $191,625.

5. The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $550,000.

6. The Warrants were issued to the Reporting Person in lieu of extending terms on a note that had expired in the amount of $1,250.

7. The Warrants were issued to the Reporting Person in lieu of receiving cash compensation in the amount of $120,000.

Remarks:

Former CEO, President, Director and 10% Owner

	/s/ John Linderman	03/06/2015
	** 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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