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 *
TODHUNTER DAVID W
   2. Issuer Name and Ticker or Trading Symbol
BeesFree, Inc. [BEES] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO & CFO
(Last)
(First)
(Middle)
2101 VISTA PARKWAY, SUITE 122		 3. Date of Earliest Transaction (Month/Day/Year)
10/19/2012
(Street)

WEST PALM BEACH, FL 33411		 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
Option (right to purchase) $ 1.55 10/19/2012   A   250,000   10/19/2012 10/19/2016 Common Stock 250,000 $ 0 250,000 D  
Option (right to purchase) $ 1.55 10/19/2012   A   250,000     (1)   (1) Common Stock 250,000 $ 0 250,000 D  
Option (right to purchase) $ 1.55 10/19/2012   A   1,200,000     (2)   (2) Common Stock 1,200,000 $ 0 1,200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TODHUNTER DAVID W
2101 VISTA PARKWAY, SUITE 122
WEST PALM BEACH, FL 33411		       President, CEO & CFO  

Signatures

 /S/ DAVID W. TODHUNTER   11/06/2012
**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) These options vest on the earlier of December 31, 2012 and the closing of an investment into the Company of not less than $1 million and expire four (4) years from the date of vesting.
(2) These options vest 1/3 on each of December 31, 2013, 2014 and 2015 (each, a "Measurement Period"), based on the Company's EDITDA for such periods (each, a "Performance Measurement"). For each Measurement Period, Performance Options shall begin vesting if the Company's EBITDA reaches at least 66.66% of the applicable Performance Measurement. The Performance Options for each Measurement Period will vest in full (400,000 per year) in the event a Performance Measurement is reached 100%. The number of options to vest in the event less than 100% of a Performance Measurement has been reached in any given Measurement Period shall be at the discretion of the Board of Directors. These Performance Options expire four (4) from the date of vesting.

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