Digipath, Inc. - 4 filing on 2014-04-21

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^*

Stoppenhagen Eric

(Last)

(First)

(Middle)

C/O DIGIPATH

28720 ROADSIDE DR. #128

(Street)

AGOURA HILLS

91301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DigiPath,Inc. [ DIGP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2014

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)

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)
Series A Convertible Preferred Stock	$0.02⁽¹⁾	04/09/2014		P		71,864		07/09/2014⁽²⁾	⁽³⁾	Common Stock	71,864⁽¹⁾	$1	71,864	I⁽⁴⁾	By Eric Paul Stoppenhagen Trust
Series A Convertible Preferred Stock	$0.02⁽¹⁾	04/09/2014		P		27,788		07/09/2014⁽²⁾	⁽³⁾	Common Stock	27,788⁽¹⁾	$1	99,652	I⁽⁴⁾	By Eric Paul Stoppenhagen Trust
Series A Convertible Preferred Stock	$0.02⁽¹⁾	04/09/2014		P		253,649		07/09/2014⁽²⁾	⁽³⁾	Common Stock	253,649⁽¹⁾	$1	353,301	I⁽⁵⁾	By Verdad Telecom, Inc.
Series A Convertible Preferred Stock	$0.02⁽¹⁾	04/09/2014		P		46,699		07/09/2014⁽²⁾	⁽³⁾	Common Stock	46,699⁽¹⁾	$1	400,000	I⁽⁵⁾	By Verdad Telcom, Inc.

Explanation of Responses:

1. (1) The Series A Convertible Preferred Stock are convertible after three months from the date of issue based on a conversion formula equal to the price per share ($1.00) divided by a conversion price equal to the lesser of (A) $0.02 and (B) seventy percent (70%) of the average of the three (3) lowest daily volume weighted average prices occurring during the twenty (20) consecutive trading days immediately preceding the applicable conversion date on which the Holder elects to convert any shares of Series A Preferred Stock.

2. (2) No holder is permitted to convert its shares of Series A Convertible Preferred Stock if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Issuer immediately after such conversion, unless waived by such holder by providing at least sixty-five days' notice.

3. (3) The Series A Convertible Preferred Stock has no expiration date.

4. (4) Eric Stoppenhagen indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that Mr. Stoppenhagen is the trustee of the Eric Paul Stoppenhagen Trust.

5. (5) Eric Stoppenhagen indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that Mr. Stoppenhagen owns 100% of the issued and outstanding stock of Verdad Telecom, Inc.

	/s/ Eric Stoppenhagen	04/18/2014
	** Signature of Reporting Person	Date
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