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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 (right to buy) | $ 5.4 | 10/15/2015 | 10/15/2019 | Common Stock | 30,000 | 30,000 | D | ||||||||
Option (right to buy) | $ 5 | 12/01/2013 | 12/01/2016 | Common Stock | 1,500,000 (3) | 1,500,000 | I | By Algar, Inc. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GARBER SEAN 4568 MELTON AVENUE LOUISVILLE, KY US 40213 |
X | X | President |
/s/ Sean Garber | 08/06/2015 | |
**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) | The Issuer entered into a Stock Purchase Agreement with Algar, Inc. on August 5, 2015. Under the Stock Purchase Agreement, the Issuer issued 50,670 shares of its common stock to Algar, Inc. in exchange for a reduction of $188,999.10 of the Issuer's accrued but unpaid bonus compensation due to Algar, Inc. |
(2) | The Reporting Person is Chief Executive Officer of and the controlling shareholder of Algar, Inc. |
(3) | On December 2, 2013, Algar, Inc. was issued an option to purchase 1,500,000 shares of Issuer common stock which becomes exercisable in four equal tranches. The first tranche was immediately exercisable; subject to certain additional requirements, generally, the second tranche becomes exercisable when the Issuer's stock consistently trades above $6.00 or the Issuer's revenues increase by $30 million following an acqusition, the third tranche becomes exercisable when the Issuer's stock consistently trades above $8.00 or the Issuer's revenues increase by $90 million following an acqusition, and the fourth tranche becomes exercisable when the Issuer's stock consistently trades above $9.00 or the Issuer's revenues increase by $120 million following an acqusition. |