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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call Options (obligation to sell) | $ 0.01 | 03/13/2018 | S | 166,667 | 03/13/2018(6) | 02/28/2023 | Common Stock | 166,667 | $ 0 | 166,667 (6) | I | BY LLC | |||
Call Options (obligation to sell) | $ 0.01 | 02/28/2018(5) | 02/28/2023 | Common Stock | 4,750,000 | 4,750,000 | I | By LLC | |||||||
Options | $ 0.54 | 02/08/2018(4) | 02/08/2023 | Common Stock | 600,000 | 600,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLING ARNOLD P 410 PARK AVENUE SUITE 1710 NEW YORK, NY 10022 |
X | X | President | |
NIOBE VENTURES, LLC C/O ARNOLD P. KLING 712 FIFTH AVENUE, 11TH FLOOR NEW YORK, NY 10019 |
X |
/s/ Arnold P. Kling, individually | 03/15/2018 | |
**Signature of Reporting Person | Date | |
/s/ Arnold P. Kling, Manager of Niobe Ventures, LLC | 03/15/2018 | |
**Signature of Reporting Person | Date |
* | 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 securities are owned directly by Niobe Ventures, LLC ("Niobe") and indirectly by Arnold P. Kling as manager of the LLC. |
(2) | These securities are beneficially owned solely by Arnold P. Kling. |
(3) | These shares are beneficially owned by Arnold P. Kling's wife as custodian for their children under the Uniform Gifts to Minors Act. Mr. Kling disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose. |
(4) | Granted on February 8, 2018 (the "Grant Date"), this option is exercisable to acquire 50% of the underlying shares on the Grant Date and 100% of the shares on or after the one-year anniversary of the Grant Date. |
(5) | On February 28, 2018, in connection with a private placement (the "Offering") of $1.425 million of 10% Senior Convertible Notes (the "Notes") by the Issuer and the conversion into shares of the Issuer's common stock at $1.20 per share (as set forth in table I) of the entire principal balance of loans outstanding (in the aggregate amount of approximately $22,269,366) from Niobe to the Issuer, Niobe wrote call options to the Issuer which entitles the Issuer to repurchase shares of the Issuer's common stock from Niobe upon each event of conversion of the Notes up to a maximum of 4,750,000 shares. |
(6) | On March 13, 2018, as a result of an additional issuance of Notes in the principal amount of $50,000 in the Offering, Niobe wrote additional call options to the Issuer for an additional 166,667 shares of the Issuer's common stock. In the aggregate, the maximum number of shares covered by the call options, including the call options issued on 2/28/18, increased to 4,916,667 shares. |