CREATIVE REALITIES, INC. — Director's Dealing 2019

Jan 7, 2019

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CREATIVE REALITIES, INC. (CREX)
CIK: 0001356093
Period of Report: 2017-12-31

Reporting Person: MILLS RICHARD C (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-15	Common Stock	J	248236	—	Acquired	248236	Direct
2017-09-01	Common Stock	J	106602	—	Acquired	354838	Direct
2017-09-27	Common Stock	C	180754	$0.255	Acquired	535592	Direct
2015-10-15	Common Stock	J	87976	—	Acquired	87976	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-15	Series A-1 Convertible Preferred Stock	$0.255	J	1235794	Acquired		Common Stock (161542)	Direct
2015-12-31	Series A-1 Convertible Preferred Stock	$0.255	J	15860	Acquired		Common Stock (2074)	Direct
2016-06-30	Series A-1 Convertible Preferred Stock	$0.255	J	37550	Acquired		Common Stock (4909)	Direct
2016-12-31	Series A-1 Convertible Preferred Stock	$0.255	J	38240	Acquired		Common Stock (4999)	Direct
2017-06-30	Series A-1 Convertible Preferred Stock	$0.255	J	39824	Acquired		Common Stock (5206)	Direct
2017-09-27	Series A-1 Convertible Preferred Stock	$0.255	C	1327444	Disposed		Common Stock (180754)	Direct
2015-10-15	Convertible Promissory Note	$	J	547824	Acquired	2017-10-15	Common Stock (18261)	Indirect
2017-01-17	Convertible Promissory Note	$	S	547824	Disposed	2017-10-15	Common Stock (18261)	Direct
2015-10-15	Warrants to purchase Common Stock	$8.3771	J	8929	Acquired	2020-10-15	Common Stock (8929)	Indirect

Footnotes

F1: Shares received as merger consideration in connection with Issuer's merger with Conexus World Capital, LLC.

F2: The Reporting Person is a principal of RFK Communications, LLC and has voting and investment power for this entity.

F3: No expiration date.

F4: The Reporting Person received these shares as a payment-in-kind dividend.

F5: Received Secured Convertible Promissory Note for $150,000 which is convertible into approximately 547,824 shares of Common Stock, including interest through 11/30/2016; and a Warrant to purchase 267,857 shares of Common Stock in connection with surrender and conversion of earlier-issued debt of ConeXus. The Warrant contains provisions blocking exercise if such exercise would result in the purchaser holding more than 4.99% of the Issuer's shares outstanding.

F6: The Reporting Person received these shares in connection with an agreement reached on September 1, 2017 by Creative Realities, Inc. and the prior shareholders of ConeXus to recognize the value obtained by Creative Realities, Inc. as a result of the merger and to settle the Holdback Shares to the prior shareholders of ConeXus.

F7: All common stock share numbers have be adjusted to reflect a 1 for 30 reverse stock split effective on 10/17/2018.

F8: On or about January 17, 2017, all of the outstanding Convertible Promissory Notes were acquired by the Issuer's largest shareholder.