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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 | ||||||||
6% secured convertible note due 2020, as amended | $ 0.65 | 07/24/2018 | 07/31/2018 | C | $ 5,350,000 (1) (4) | 06/27/2012 | 02/29/2020 | Common Stock | 8,230,769 | $ 5,350,000 (1) (4) | 0 | I | 1 (1) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DESANTIS CARL C/O CDS INTERNATIONAL HOLDINGS 3299 NW SECOND AVE BOCA RATON, FL 33431 |
X | X |
/s/ Carl DeSantis | 08/01/2018 | |
**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) | Common stock issued to CD Financial, LLC as the result of CD Financial, LLC exercising the conversion right under the amended and restated convertible subordinated debt of $5.3 million held by CD Financial, LLC of which the Reporting Person is a member. |
(2) | Includes 100,000 shares of common stock issuable upon exercise of presently exercisable stock options. |
(3) | Includes (i) 10,524,173 shares of common stock owned by CD Financial LLC of which the Reporting Person is a member and (ii) 2,242,809 shares of common stock owned by Carl DeSantis Revocable Trust. |
(4) | On July 31, 2018, the Issuer issued 8,230,769 shares upon the receipt of a conversion notice from CD Financial, LLC settling the 6% secured convertible note in full. |