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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 | ||||||||
Option to Acquire Series C Convertible Preferred Stock (1) | $ 113.33 (1) | 09/11/2015 | X | 1 | (2) | (2) | Series C Convertible Preferred Stock | 3,529 (1) | $ 0 | 0 | I | Red Beard Holdings, LLC (3) | |||
Series C Convertible Preferred Stock (4) | (4) | 09/11/2015 | X | 3,529 | (5) | (5) | Common Stock | 2,352,666 (4) | $ 113.33 (1) | 17,648 (6) | I | Red Beard Holdings, LLC (3) | |||
Common Stock Warrant (Right to Acquire) (7) | $ 0.17 (7) | 09/11/2015 | J | 726,559 | (8) | (8) | Common Stock | 726,558 | $ 0 | 726,559 | I | Red Beard Holdings, LLC (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Smith Vincent C 2560 E. CHAPMAN AVENUE #173 ORANGE, CA 92869 |
X |
/s/ Vincent C. Smith | 10/20/2015 | |
**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 August 13, 2015, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), pursuant to which, among other things, Red Beard acquired an option to purchase 3,529 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") for $113.33 per share, exercisable on or before September 15, 2015 (the "Option"). |
(2) | The Option was immediately exercisable when granted. On September 11, 2015, Red Beard delivered a notice of exercise to the Issuer with respect to the full amount of the shares of Series C Preferred covered by the Option. |
(3) | The securities reported in this row are held by Red Beard. The Reporting Person is the Manager of Red Beard and has sole power to vote and dispose of the securities held by Red Beard. |
(4) | Each share of Series C Preferred has a stated value of $100 per share (the "Stated Value") and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the Stated Value, divided by $0.15 per share. As a result, the 3,529 shares of Series C Preferred are convertible into 2,352,666 shares of the Common Stock. |
(5) | The shares of Series C Preferred are convertible immediately upon issuance and have no expiration date. |
(6) | Pursuant to the Purchase Agreement, Red Beard purchased 7,942 shares of the Series C Preferred on August 13, 2015 and 6,177 shares of the Series C Preferred on August 28, 2015 per share. As a result, following the exercise of the Option, Red Beard holds an aggregate of 17,648 shares of the Series C Preferred. |
(7) | Pursuant to the Purchase Agreement, upon the exercise of the Option, Red Beard received warrants (the "Warrants") to purchase 35% of the number of shares of Common Stock determined by dividing (x) the Stated Value of the shares of Series C Preferred received upon exercise of the Option by (y) the exercise price of the Warrants, which is $0.17 per share. Accordingly, Red Beard received Warrants to purchase an aggregate of 726,558 shares of the Common Stock. |
(8) | The Warrants have a five-year term and are immediately exercisable. |