Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Smith Vincent C
  2. Issuer Name and Ticker or Trading Symbol
True Drinks Holdings, Inc. [TRUU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2560 E. CHAPMAN AVENUE #173
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015
(Street)

ORANGE, CA 92869
4. If Amendment, Date Original Filed(Month/Day/Year)
08/18/2015
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) (2) (1) (2) 08/14/2015   P   14,119     (3)   (3) Common Stock 9,412,666 $ 113.33 14,119 I Red Beard Holdings, LLC (4)
Common Stock Warrant (Right to Acquire) (5) $ 0.17 (5) 08/14/2015   P   2,906,852     (5)   (5) Common Stock 2,906,852 $ 0 2,906,852 I Red Beard Holdings, LLC (4)
Option to Acquire Series C Convertible Preferred Stock (6) $ 113.33 (6) 08/14/2015   P   1 (6)     (6)   (6) Series C Convertible Preferred Stock 3,529 $ 0 17,648 I Red Beard Holdings, LLC (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Vincent C
2560 E. CHAPMAN AVENUE #173
ORANGE, CA 92869
    X    

Signatures

 /s/ Vincent C. Smith   10/20/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On August 13, 2015, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), pursuant to which Red Beard (i) purchased 7,942 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of August 13, 2015 (the "Initial Investment"), and (ii) agreed to purchase an additional 6,177 shares of the Series C Preferred on August 28, 2015 (the "Second Investment"), in each case for $113.33 per share.
(2) (Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment, the Reporting Person is reporting the ownership of an aggregate of 14,119 shares of Series C Preferred. Each share of Series C Preferred has a stated value of $100 per share (the "Stated Value") and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the stated value, divided by $0.15 per share. As a result, the 14,119 shares of Series C Preferred are convertible into 9,412,666 shares of the Common Stock.
(3) The shares of Series C Preferred are exercisable immediately upon issuance and have no expiration date.
(4) The securities reported in this row are held by Red Beard. The Reporting Person is the Manager of Red Beard and has sole power to vote and dispose of the Common Stock held by Red Beard.
(5) Pursuant to the Purchase Agreement, Red Beard also acquired warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 35% of the number of shares of Common Stock determined by dividing (x) the Stated Value of the shares of Series C Preferred acquired in the Initial Investment and to be acquired in the Second Investment by (y) the exercise price of the Warrants, which is $0.17 per share. Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment, the Reporting Person is reporting the ownership of Warrants to purchase an aggregate of 2,906,852 shares of the Common Stock. The Warrants have a five-year term and are immediately exercisable.
(6) Pursuant to the Purchase Agreement, Red Beard also acquired an option to purchase an additional 3,529 shares of the Series C Preferred for $113.33 per share, which is exercisable on or before September 15, 2015 (the "Option"). The 3,529 shares of Series C Preferred would be convertible into 2,352,666 shares of the Common Stock. If the Option is exercised in full, the Reporting Person would also receive an additional Warrant to purchase 726,558 shares of the Common Stock. Upon issuance, the Warrants would have a five-year term and would be immediately exercisable for $0.17 per share.

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