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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 | ||||||||
10% Convertible Preferred Stock | (4) | 01/08/2016 | P | 5 (2) | (4) | (4) | Common Stock | 5,000,000 | $ 0.1 | 9,712,296 | I | Member of Entity | |||
Common Stock Purchase Warrant | $ 0.1 | 01/08/2016 | P | 10,000,000 (2) | (5) | (5) | Common Stock | 10,000,000 | $ 0.1 | 14,631,621 | I | Member of Entity | |||
Common Stock Purchase Warrant | $ 0.14 | 07/11/2016 | P | 716,071 (2) | (5) | (5) | Common Stock | 716,071 | $ 0.14 | 15,347,694 | I | Member of Entity | |||
Common Stock Purchase Warrant | $ 0.21 | 08/24/2016 | P | 476,190 (2) | (5) | (5) | Common Stock | 476,190 | $ 0.21 | 15,823,884 | I | Member of Entity | |||
Common Stock Purchase Warrant | $ 0.23 | 08/30/2016 | P | 217,391 (2) | (5) | (5) | Common Stock | 217,391 | $ 0.23 | 16,041,275 | I | Member of Entity | |||
Common Stock Purchase Warrants | $ 0.2 | 09/13/2016 | P | 6,950,000 | (5) | (5) | Common Stock | 6,950,000 | $ 0.2 | 22,991,275 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BRAVERMAN NEIL K C/O PATHSTONE FAMLY OFFICE 1 BRIDGE PLAZA SUITE 550 FORT LEE, NJ 07024 |
X | X |
/s/ Charles E Coppa, attorney in fact | 03/17/2017 | |
**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) | Shares of common stock received in lieu of cash for Convertible Preferred Stock |
(2) | The reported securities are owned directly by Associated Private Equity, LLC of which Mr. Braverman is a member. Mr. Braverman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(3) | The reported securities are owned by North Military, Ltd of which Mr. Braverman is a member. Mr. Braverman disclaims beneficially ownership of the reported securities except to the extent of his pecuniary interest therein. |
(4) | The Preferred Stock is convertible at any time, at the holder's election and has no expiration date. Each share of Preferred Stock has a fair value of $100,000 and is convertible into shares of Common Stock at a conversion price of $.10 per share. |
(5) | The warrants are immediately exercisable for a term of 10 years from date of grant. |