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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 Option | $ 1.27 | 07/18/2016(1) | D | 50,000 | (1) | 04/29/2018 | Common Stock | 50,000 | (1) | 100,000 | D | ||||
| Stock Option | $ 1 | 07/18/2016(2) | D | 50,000 | (2) | 07/25/2018 | Common Stock | 50,000 | (2) | 0 | D | ||||
| Stock Option | $ 1.74 | 07/18/2016(3) | D | 40,000 | (3) | 04/08/2020 | Common stock | 40,000 | (3) | 100,000 | D | ||||
| Stock Option | $ 0.6 | 07/18/2016(4) | D | 25,000 | (4) | 05/05/2021 | Common Stock | 25,000 | (4) | 100,000 | D | ||||
| Stock Option | $ 1.27 (5) | 07/18/2016(6) | A | 50,000 | (6) | 10/29/2018 | Common Stock | 50,000 | (6) | 50,000 | D | ||||
| Stock Option | $ 1 (5) | 07/18/2016(7) | A | 50,000 | (7) | 07/25/2018 | Common stock | 50,000 | (7) | 50,000 | D | ||||
| Stock Option | $ 1.74 (5) | 07/18/2016(8) | A | 40,000 | (8) | 04/08/2020 | Common Stock | 40,000 | (8) | 40,000 | D | ||||
| Stock Option | $ 0.65 (5) | 07/18/2016(9) | A | 25,000 | (9) | 05/05/2021 | Common Stock | 25,000 | (9) | 25,000 | D | ||||
| Stock Option | $ 2.25 | (10) | 01/30/2019 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Devers Robert J 501 S. CHERRY STREET, SUITE 1000 DENVER, CO 80246 |
Chief Financial Officer | |||
| /s/ Robert J. Devers | 07/18/2016 | |
| **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) | This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 50,000 shares were vested. The remaining options to acquire 100,000 shares remain vested as of the date hereof. |
| (2) | This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 50,000 shares were vested. |
| (3) | This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 40,000 shares were unvested. Of the remaining options acquire 100,000 shares, options to acquire 46,666 shares vest on 1/1/16 and thereafter options to acquire 46,667 shares will vest on 1/1/17 and options to acquire 6,667 shares will vest on 1/1/18, in both cases if the conditions to vesting exist on such date. |
| (4) | This transaction involves rescission of a prior grant pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person in connection with securities granted which were in excess of the limits authorized by Enservco's 2010 Stock Incentive Plan. As of the date of the rescission, the forfeited options to acquire 25,000 shares were unvested. Of the remaining options acquire 100,000 shares, options to acquire 41,667 shares will vest on 12/31/16, options to acquire 41,667 will vest on 12/31/17, and options to acquire 16,666 shares vest on 12/31/18, in each case if the conditions to vesting exist on such date. |
| (5) | The exercise price per share of the new option grant is the higher of the exercise price of the forfeited options or the closing sale price of the Company's common stock on July 7, 2016, the date of approval of the new option grant and related agreements by a special independent committee of the Board of Directors (the "Special Committee"). |
| (6) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of its 2016 Stock Incentive Plan (the "2016 Plan"). If the 2016 Plan is approved by stockholders, options to acquire 50,000 shares will vest on the date of stockholder approval. |
| (7) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Stock Plan. If the 2016 Plan is approved by stockholders, options to acquire 50,000 shares will vest on the date of stockholder approval. |
| (8) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Stock Plan. If the 2016 Plan is approved by stockholders, options to acquire 40,000 shares will vest on 1/1/18, if the conditions to vesting exist on such date. |
| (9) | The options were granted pursuant to an agreement dated July 18, 2016 between the Company and the Reporting Person and are subject to approval by Enservco's stockholders of the 2016 Stock Plan. If the 2016 Plan is approved by stockholders, options to acquire 25,000 shares will vest on 12/31/18, if the conditions to vesting exist on such date. |
| (10) | Options to acquire 16,667 shares vested on 1/1/15; 16,667 on 1/1/16; and the remaining options will vest on 1/1/17, if the conditions to vesting exist on such date. |