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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 | ||||||||
Series A Preferred Stock | $ 1.75 (1) | 11/01/2006 | A | 270.5 | 11/01/2006 | (2) | Common Stock | 116,000 | (3) | 203 | I (4) | by Crown Realty Holdings, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WIERDA CRAIG A C/O CLARION TECHNOLOGIES INC 235 CENTRAL AVE HOLLAND, MI 49423 |
X | X |
/s/ Pamela Emenheiser as attorney-in-fact | 11/01/2006 | |
**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) | At any time and from time to time, holders of Series A Preferred Stock can convert such shares into shares of common stock of Clarion Technologies, Inc. by multiplying the number of shares to be converted by $1,000 and dividing that result by the conversion price then in effect, initially $1.75. The conversion price is subject to adjustment as a result of subdivisions or combinations of common stock, reorganizations, reclassifications, consolidations, mergers, sales of all or substantially all of Clarion Technologies, Inc.'s assets, or if Clarion Technologies, Inc., in certain circumstances, issues common stock at below fair market value prices. The holder of the Series A Preferred Stock may also convert accrued and unpaid dividends on such shares into a number of shares of common stock of Clarion Technologies, Inc. computed by dividing the amount of accrued and unpaid dividends by the conversion price then in effect. |
(2) | The Series A Preferred terms do not contain an expiration date. The Series A Preferred is subject to mandatory redemption on June 30, 2007. |
(3) | Clarion Technologies, Inc. issued 203 shares of Series A Preferred Stock to Crown Realty Holdings, LLC as consideration for a loan made to Clarion Technologies, Inc. |
(4) | In addition, Mr. Wierda indirectly beneficially owns 969.3 shares of Series A Preferred Stock held by the Emilie D. Wierda Living Trust; 1,690 shares of Series A Preferred Stock held by the Emilie D. Wierda GRAT, and 455 shares of Series A Preferred Stock held by the Craig Wierda GRAT. |