SEC FORM 5

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SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Simmonds Graham

(Last)

(First)

(Middle)

C/O GILLA INC.

15540 BISCAYNE BLVD

(Street)

NORTH MIAMI

US 33160

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GILLA INC. [ GLLA ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	03/11/2014		J4	900,000	A	⁽¹⁾	5,762,661⁽⁴⁾	I⁽⁴⁾	By GraySim Family Trust
Common Stock	11/04/2014		M4	2,142,857	A	⁽²⁾	5,762,661⁽⁴⁾	I⁽⁴⁾	By GraySim Family Trust
Common Stock	11/04/2014		M4	111,233	A	⁽²⁾	5,762,661⁽⁴⁾	I⁽⁴⁾	By GraySim Family Trust
Common Stock	11/04/2014		M4	2,857,143	A	⁽³⁾	3,430,321⁽⁴⁾	I⁽⁴⁾	By Woodham Group Inc.
Common Stock	11/04/2014		M4	123,178	A	⁽³⁾	3,430,321⁽⁴⁾	I⁽⁴⁾	By Woodham Group Inc.

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)	4. Transaction Code (Instr. 8)	(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)
Unsecured Subordinated Convertible Debentures	⁽²⁾	11/04/2014		4M		100,000	09/03/2013	01/31/2016	Common Stock	1,428,571	⁽²⁾	0	I	By GraySim Family Trust
Unsecured Subordinated Convertible Debentures	⁽²⁾	11/04/2014		4M		50,000	09/03/2013	01/31/2016	Common Stock	714,286	⁽²⁾	0	I	By GraySim Family Trust
Unsecured Subordinated Convertible Debentures	⁽³⁾	11/04/2014		4M		200,000	12/23/2013	01/31/2016	Common Stock	2,857,143	⁽³⁾	0	I	By Woodham Group Inc.

Explanation of Responses:

1. On March 11, 2014, the GraySim Family Trust, an entity affiliated with Mr. Graham Simmonds, the Chief Executive Officer and as a member of the Board of Directors of Gilla Inc. (the "Company"), received a grant of 900,000 shares of the Company's Common Stock from a shareholder of the Company in consideration of his contributions to the successful completion of the Company's acquisition of Snoke Distribution Canada Ltd. on November 21, 2012.

2. On September 3, 2013, the GraySim Family Trust purchased $100,000, of Unsecured Subordinated Convertible Debentures (the "Debentures") from the Company. The Debentures had a maturity date of January 31, 2016 and bore interest at a rate of 12% per annum, which was payable quarterly in arrears. The Debentures were convertible into the Company's Common Stock at a fixed conversion rate of $0.10 per share at any time prior to the maturity date. On October 28, 2013, the conversion price of the Debentures were reduced to $0.07 per share. On December 23, 2013, the Issuer issued additional Debentures in the amount of $50,000 to GraySim in consideration for services rendered by Simmonds as an officer and director of the Issuer. On November 4, 2014, GraySim Family Trust converted the debentures into 2,142,857 shares of Common Stock at a conversion price of $0.07 per share and converted the interest due on the debentures into 111,233 shares of Common Stock at a conversion price of $0.15 per share.

3. On December 23, 2013, the Woodham Group Inc. purchased $200,000 of Debentures from the Company. The Debentures were convertible into the Company's Common Stock at a fixed conversion rate of $0.07 per share at any time prior to the maturity date. On November 4, 2014, the Woodham Group Inc. converted the debentures into 2,857,143 shares of Common Stock at a conversion price of $0.07 per share and converted the interest due on the debentures into 123,178 shares of Common Stock at a conversion price of $0.15 per share.

4. As of November 4, 2014 Mr. Simmonds may be deemed to be the beneficial holder of 9,267,982 shares of the Company's Common Stock, including (A) 75,000 shares held directly by him; (B) 3,430,321 shares held indirectly through Woodham Group Inc.; and (C) 5,762,661 shares held by GraySim Family Trust.

	/s/ Graham Simmonds	03/05/2015
	** Signature of Reporting Person	Date
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