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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 | ||||||||
Stock Options | $ 0.15 (6) | 10/09/2013(4) | 10/09/2023 | Common | 3,000,000 | 3,000,000 | D | ||||||||
Stock Options | $ 0.165 | 05/12/2014 | 05/12/2019 | Common | 600,000 | 3,600,000 | D | ||||||||
Stock Options | $ 0.1455 | 05/21/2014(5) | 05/21/2024 | Common | 3,000,000 | 6,600,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nickolas Steven Paul 14301 NORTH 87 STREET, SUITE 301 SCOTTSDALE, AZ 85260 |
X | X | President CEO Chairman | |
WIN INVESTMENTS, LLC 14301 NORTH 87 STREET SUITE 109 SCOTTSDALE, AZ 85260 |
X | |||
LIFEWATER INDUSTRIES, LLC 14301 NORTH 87 STREET, SUITE 109 SCOTTSDALE, AZ 85260 |
X |
/s/ Steven P. Nickolas | 03/03/2015 | |
**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) | Steven P. Nickolas is the manager of WiN Investments, LLC and holds voting and dispositive control over these shares. |
(2) | Steven P. Nickolas is the manager of Lifewater Industries, LLC and holds voting and dispositive control over these shares. |
(3) | The Series A Preferred Stock has 10 votes per share and is not convertible into shares of common stock. |
(4) | The stock options vest as follows: (i) 1,000,000 on October 9, 2013; and (ii) 500,000 per quarter until fully vested. |
(5) | The stock options vest as follows: (I) 1,500,000 on May 21, 2014 and (ii) 1,500,000 on November 21, 2014. |
(6) | The exercise price of these options was reduced from $0.605 to $0.15 on October 31, 2014. |
(7) | Lifewater Industries, LLC ("Lifewater") transferred 1,500,000 shares of common stock to Byrne United S.A., BVI ("Byrne") pursuant to a transfer agreement dated February 12, 2015 which served as an inducement for Byrne to enter into a loan agreement dated February 12, 2015 between Lifewater and Byrne pursuant to which Byrne loaned $300,000 to Lifewater. |
(8) | As security for the loan agreement dated February 12, 2015 between Lifewater and Byrne, Lifewater also entered into a stock pledge agreement dated February 12, 2015 pursuant to which Lifewater granted a security interest in favor of Byrne for additional 1,500,000 shares of common stock. |