* Percentage calculated by dividing (i) the sum of (a) 298,901 shares of common stock of the Issuer plus (b) 1,600,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (c) 1,400,000 shares of common stock receivable upon exercise of warrants by (ii) the sum of (a) 42,693,825 shares of common stock outstanding as of November 13, 2014, as reported in the Issuer’s quarterly report on Form 10-Q filed November 13, 2014, plus (b) 1,600,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (c) 1,400,000 shares of common stock receivable upon exercise of warrants.

 

* Percentage calculated by dividing (i) the sum of (a) 298,901 shares of common stock of the Issuer plus (b) 1,600,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (c) 1,400,000 shares of common stock receivable upon exercise of warrants by (ii) the sum of (a) 42,693,825 shares of common stock outstanding as of November 13, 2014, as reported in the Issuer’s quarterly report on Form 10-Q filed November 13, 2014, plus (b) 1,600,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (c) 1,400,000 shares of common stock receivable upon exercise of warrants.

 

(a)

o  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)

o  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

o  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

o  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

o  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)

o  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Wolverine Flagship Fund Trading Limited (the “Fund”) holds (i) 298,901 shares of common stock of the Issuer, (ii) Series B Preferred Stock convertible into 1,600,000 shares of the common stock of the Issuer, and (iii) Warrants to purchase 1,400,000 shares of the common stock of the Issuer.

The Series B Preferred Stock and the Warrants may not be converted or exercised, as applicable, to the extent that the holder and its affiliates would own more than 9.99% of the outstanding common stock of the Issuer after such conversion or exercise.  Holders of the Series B Preferred Stock vote together with holders of the Issuer’s common stock on an as-converted basis on all matters as to which the approval of stockholders may be required, provided that the Series B Preferred Stock may not be voted to the extent that the holder and its affiliates would control more than 9.99% of the voting power of the Issuer.

Wolverine Asset Management, LLC (“WAM”) is the investment manager of the Fund and has voting and dispositive power over the securities described above. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.

 

(b)

Percent of class:

7.2%

 

Percentage calculated by dividing (i) the sum of (a) 298,901 shares of common stock of the Issuer plus (b) 1,600,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (c) 1,400,000 shares of common stock receivable upon exercise of the Warrants by (ii) the sum of (a) 42,693,825 shares of common stock outstanding as of November 13, 2014, as reported in the Issuer’s quarterly report on Form 10-Q filed November 13, 2014, plus (b) 1,600,000 shares of common stock receivable upon conversion of the Series B Preferred Stock plus (c) 1,400,000 shares of common stock receivable upon exercise of the Warrants.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

0

(ii)

Shared power to vote or to direct the vote:

Each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of  (i) 298,901 shares of common stock of the Issuer, (ii) Series B Preferred Stock convertible into 1,600,000 shares of the common stock of the Issuer, and (iii) 1,400,000 shares of the common stock of the Issuer issuable upon exercise of the Warrants, in each case subject to the limitations set forth in Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of:

0

(iv)

Shared power to dispose or to direct the disposition of:

Each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to dispose or to direct the disposition of  (i) 298,901 shares of common stock of the Issuer, (ii) Series B Preferred Stock convertible into 1,600,000 shares of the common stock of the Issuer, and (iii) Warrants to purchase 1,400,000 shares of the common stock of the Issuer, in each case subject to the limitations set forth in Item 4(a) above.

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the joint filing on behalf of each of them of a statement on Schedule 13G (including any amendments thereto) with respect to the Common Stock, par value $0.001 per share, of True Drinks Holdings, Inc. and further agrees that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 17, 2015.

 

	Wolverine Flagship Fund Trading Limited
	/s/ Kenneth L. Nadel
	Signature
	Kenneth L. Nadel, Director
	Name/Title
	Wolverine Asset Management, LLC
	/s/ Kenneth L. Nadel
	Signature
	Kenneth L. Nadel, Chief Operating Officer
	Name/Title
	Wolverine Holdings, L.P.
	/s/Christopher L. Gust
	Signature
	Christopher L. Gust, Managing Director
	Name/Title
	Wolverine Trading Partners, Inc.
	/s/Christopher L. Gust
	Signature
	Christopher L. Gust, Authorized Signatory
	Name/Title
	/s/Christopher L. Gust
	Christopher L. Gust
	/s/ Robert R. Bellick
	Robert R. Bellick