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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, 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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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 | ||||||||
Convertible promissory note (right to buy) | $ 0.13 | 11/25/2016 | P | 2,124,983 | 11/25/2016 | 05/21/2016 | Common Stock | 2,124,983 (1) | $ 0.13 | 10,072,416 | I | Wainwright Holdings, Inc. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gerber Nicholas Daniel 127 DEVIN ROAD MORAGA, CA 94556 |
X | X | Chief Executive Officer |
Nicholas Gerber | 11/29/2016 | |
**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) | On May 25, 2016 the Company entered into a convertible promissory note with Wainwright Holdings, Inc., an entity that is affiliated with the Registrant, in the principal amount of $250,000. The note bears interest at four percent (4%) per annum and increases to eight percent (8%) in the event of default by the Company. The note may be prepaid at any time in whole or in part by the Company and is convertible into common stock of the Company at the election of Wainwright Holdings, Inc. on November 25, 2016, at a conversion price of $0.13 per share. The conversion price is subject to adjustment for mergers, consolidations, share exchanges, recapitalizations or similar events and matures on May 25, 2021. |
(2) | The Registrant indirectly owns the cumulative amount of the derivative securities through Registrant's trust and as an affiliate of Wainwright Holdings, Inc. |