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* Post Road Special Opportunity Fund II Offshore 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) 03/15/2021	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)
			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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(1)(2)	11/17/2030	Common Stock	26,190,054(1)(2)	(1)(2)	D(3)

Explanation of Responses:

1. The Warrant was originally issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") on November 17, 2020, was exercisable at any time at the holder's election into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.01 per share, and had an expiration date of November 17, 2030. On March 15, 2021, the Fund assigned to Post Road Special Opportunity Fund II Offshore LP (the "Reporting Person") approximately 24.32% of the Warrant, which portion of the Warrant is exercisable into 26,190,054 shares of Common Stock at any time at the holder's election, at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030.

2. The approximately 24.32% of the Warrant was so assigned by the Fund to the Reporting Person for consideration equal to that which the Fund originally paid to the Issuer for such portion of the Warrant and, as a result, that there was no profit in connection with such assignment for the purposes of Section 16 and the rules promulgated thereunder.

3. Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Reporting Person. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Reporting Person. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Reporting Person. Michael Bogdan and Kevin C. Davis (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 and the Reporting Person. The Fund, the General Partner, the Manager and the Managing Partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to its disposition of a portion of the Warrant, as described herein.

	/s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II Offshore LP	03/17/2021
	** 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).
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