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)
11/25/2015
(Street)

ORANGE, CA 92869
4. If Amendment, Date 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
(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) 11/25/2015   P   30,000     (3)   (3) Common Stock 20,000,000 (2) $ 100 56,471 I Red Beard Holdings, LLC (4)
Common Stock Warrant (Right to Acquire) (5) $ 0.15 (5) 11/25/2015   P   7,000,002     (6)   (6) Common Stock 7,000,002 $ 0 7,000,002 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   12/03/2015
**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 November 25, 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 10,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of November 25, 2015 (the "Initial Investment"), (ii) agreed to purchase an additional 10,000 shares of Series C Preferred on December 18, 2015 (the "Second Investment"), and (iii) agreed to purchase an additional 10,000 shares of Series C Preferred on January 18, 2016, in each case for $100.00 per share (the "Final Investment").
(2) (Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment and the Final Investment, the Reporting Person is reporting the acquisition of an aggregate of 30,000 shares of Series C Preferred pursuant to the Purchase Agreement. 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 30,000 shares of Series C Preferred are convertible into 20,000,000 shares of Common Stock (the "Conversion Shares").
(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 securities 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 Conversion Shares, which have an exercise price of $0.15 per share. Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment and the Final Investment, the Reporting Person is reporting the acquisition of Warrants to purchase an aggregate of 7,000,002 shares of Common Stock.
(6) The Warrants have a five-year term and are immediately exercisable.

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