SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Berliner Richard

(Last)

(First)

(Middle)

C/O DIGITAL LOCATIONS, INC.

3700 STATE STREET, SUITE 350

(Street)

SANTA BARBARA

93105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2021

3. Issuer Name and Ticker or Trading Symbol
Digital Locations, Inc. [ DLOC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-qualified Stock-Options	⁽¹⁾	10/19/2025	Common Stock	5,000,000	$0.011	D
Non-qualified Stock-Options	⁽²⁾	12/01/2031	Common Stock	504,000,000	$0.0074	D

Explanation of Responses:

1. The option shall vest over a 24-month period with the first installment of 750,000 vesting on November 9, 2020 followed by 23 equal amounts of 184,782.60 during the term of Mr. Berliner's engagement with the Company pursuant to the terms of an independent contractor agreement, dated October 19, 2020, between the Company and Mr. Berliner. Vested options are exercisable at any time after 12 months of October 19, 2020.

2. The option is exercisable at any time after it vests. The option shall vest over a 36-month period from December 1, 2021 (the "Grant Date"), with a six-month cliff where 0 options shall vest during the first 6 months, then 84,000,000 options shall vest at the end of month 6, then 14,000,000 options shall vest at the end of each month from the end of month 7 through the end of month 36.

Remarks:

	/s/ Richard Berliner	01/19/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.