|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| 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) | I | See footnotes (1) (2) | |||
| 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) | 4,873 | 01/08/2015 | 01/08/2018 | Common Stock | 55,690 (3) | (1) (2) | 4,873 | I | See footnotes (1) (2) | |||
| Warrant | $ 0.64 | 01/08/2015 | J(1)(2) | 41,712 | 01/08/2015 | 01/08/2020 | Common Stock | 41,712 | (1) (2) | 41,712 | I | See footnotes (1) (2) | |||
| Warrant | $ 0.64 | 01/08/2015 | J(1)(2) | 17,737 | 01/08/2015 | 01/08/2020 | Common Stock | 17,737 | (1) (2) | 17,737 | I | See footnotes (1) (2) | |||
| Convertible Preferred Stock | (1) (2) (3) | 01/08/2015 | J(1)(2) | 5,211 | 01/08/2015 | 01/08/2018 | Common Stock | 59,554 (3) | (1) (2) | 5,211 | D | ||||
| Warrant | $ 0.64 | 01/08/2015 | J(1)(2) | 44,606 | 01/08/2015 | 01/08/2020 | Common Stock | 44,606 | (1) (2) | 44,606 | D | ||||
| Warrant | $ 0.64 | 01/08/2015 | J(1)(2) | 18,968 | 01/08/2015 | 01/08/2020 | Common Stock | 18,968 | (1) (2) | 18,968 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hershhorn Mark 1011 CAMPUS DRIVE MUNDELEIN, IL 60060 |
X | |||
| /s/ Mark Hershhorn | 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. Hershhorn and CKS Warehouse, an entity in which Mr. Hershhorn owns a controlling interest ("CKS"), each exchanged previously reported convertible notes (Mr. Hershhorn's note had a principal amount of $19,000, all of which was exchanged and CKS's note had a principal amount of $75,000, of which $17,842 (plus interest) was exchanged and $57,158 remains outstanding) (together, the "Notes") in the aggregate amount (principal and interest) of $20,844 and $19,491, respectively, for 5,211 units and 4,873 respectively (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. Hershhorn and CKS each received one (1) Unit for every $4.00 of debt exchanged. |
| (2) | Mr. Hershhorn and CKS were issued additional warrants (the "Additional Warrants") exercisable to acquire an aggregate of 18,968 shares and 41,712 shares, respectively, of Common Stock at an exercise price of $0.64 per share. In connection with the acquisition of the Units, Mr. Hershhorn and CKS acquired an aggregate of (1) 5,211 shares and 4,873 shares, respectively, of Preferred Stock, (2) 44,606 Initial Warrants and 41,712 Initial Warrants, respectively, and (3) 18,968 Additional Warrants and 17,737 Additional Warrants, respectively. 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 notice of conversion divided by the conversion price, which will initially be $0.35 per share of Preferred Stock, subject to certain anti-dilution and other adjustments. |