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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 | ||||||||
| Convertible Note | (1) (2) | 01/08/2015 | J(1)(2) | 17,842 (1) (2) | 05/12/2014 | 05/12/2016 | See footnote (1) (2) | 17,842 (1) (2) | (1) (2) | 57,158 (1) (2) | D | ||||
| Convertible Note | (1) (2) | 01/08/2015 | J(1)(2) | 19,000 (1) (2) | 04/30/2014 | 04/30/2016 | See footnote (1) (2) | 19,000 (1) (2) | (1) (2) | 0 (1) (2) | D | ||||
| Convertible Preferred Stock | (1) (2) (3) | 01/08/2015 | J(1)(2) | 10,084 | 01/08/2015 | 01/08/2018 | Common Stock | 115,243 (3) | (1) (2) | 10,084 | D | ||||
| Warrant | $ 0.64 | 01/08/2015 | J(1)(2) | 86,317 | 01/08/2015 | 01/08/2020 | Common Stock | 86,317 | (1) (2) | 86,317 | D | ||||
| Warrant | $ 0.64 | 01/08/2015 | J(1)(2) | 36,705 | 01/08/2015 | 01/08/2020 | Common Stock | 36,705 | (1) (2) | 36,705 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GARFINKLE MORRIS 1011 CAMPUS DRIVE MUNDELEIN, IL 60060 |
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| /s/ Morris Garfinkle | 01/12/2015 | |
| **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) | Mr. Garfinkle exchanged two previously reported convertible notes (one with a principal amount of $75,000, of which $17,842 (plus interest) was exchanged and $57,158 remains outstanding and one with a principal amount of $19,000, all of which was exchanged) (together, the "Notes") in the aggregate amount (principal and interest) of $40,335 for 10,084 units (the "Units"), with each Unit consisting of one (1) share of 12.5% redeemable convertible preferred stock (the "Preferred Stock") and one (1) warrant to acquire 8.56 shares (the "Initial Warrants") of Z Trim Holdings, Inc. (the "Company") common stock, par value $0.00005 per share (the "Common Stock"), at an exercise price of $0.64 per share of Common Stock. Mr. Garfinkle received one (1) Unit for every $4.00 of debt exchanged. |
| (2) | Mr. Garfinkle was issued an additional warrant (the "Additional Warrants") exercisable to acquire an aggregate of 36,705 shares of Common Stock at an exercise price of $0.64 per share. In connection with the acquisition of the Units, Mr. Garfinkle acquired an aggregate of (1) 10,084 shares of Preferred Stock, (2) 86,317 Initial Warrants and (3)36,705 Additional Warrants. The Initial Warrants and Additional Warrants are subject to certain anti-dilution and other adjustments. |
| (3) | Each share of Preferred Stock (together with any accrued but unpaid dividends thereon) is convertible into shares of Common Stock at the option of the holder at any time at a conversion price per share equal to the sum of the stated value ($4.00 per share) and any accrued but unpaid dividends thereon through the date of redemption divided by the conversion price, which will initially be $0.35 per share of Preferred Stock, subject to certain anti-dilution and other adjustments. |