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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Post Road Special Opportunity Fund II LP (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 (Street) STAMFORD CT 06901 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/17/2020	3. Issuer Name and Ticker or Trading Symbol Digerati Technologies, Inc. [ DTGI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 11/27/2020
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(1)	11/17/2030	Common Stock	107,701,179	(1)	I	See Footnote(2)(3)

1. Name and Address of Reporting Person* Post Road Special Opportunity Fund II LP (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Post Road SOF GP II LLC (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Post Road Group LP (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bogdan Michael (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Davis Kevin C. (Last) (First) (Middle) 2 LANDMARK SQUARE, SUITE 207 (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Warrant, issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") is exercisable into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share, at any time at the holder's election and has an expiration date of November 17, 2030.

2. Post Road SOF GP II LLC (the "General Partner") is the General Partner of the Fund and Post Road Group LP is the manager and investment advisor of the Fund. The General Partner and the Manager may be deemed to beneficially own the securities held by the Fund. Michael Bogdan and Kevin C. Smith (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund.

3. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests.

Remarks:

This amendment is being filed solely to refile the original Form 3 via Edgar with the correct Edgar access codes for each filing person. No other changes to the original Form 3 have been made pursuant to this amendment.

	/s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II LP	11/30/2020
	/s/ Michael Bogdan, as Managing Partner of Post Road SOF GP II LLC	11/30/2020
	/s/ Michael Bogdan, as Managing Partner of Post Road Group LP	11/30/2020
	/s/ Michael Bogdan	11/30/2020
	/s/ Kevin C. Davis	11/30/2020
	** 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.