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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 | ||||||||
Warrants | $ 0.02 | 05/01/2013 | J | 508,832 | 05/01/2013 | 05/01/2016 | Common Stock | 508,832 | (2) | 508,832 | I | See Footnotes (2) (3) | |||
Convertible Secured Subordinated Promissory Note | $ 0.4 | 05/01/2013 | J | 1 (2) | 05/01/2013 | 12/31/2014 | Common Stock | 2,544,161 | (2) | 1 (2) | I | See Footnotes (2) (3) | |||
Warrants | $ 0.02 | 05/01/2013 | J | 150,000 | 05/01/2013 | 05/01/2016 | Common Stock | 150,000 | (4) | 150,000 | I | See Footnote (4) | |||
Convertible Secured Subordinated Promissory Note | $ 0.4 | 05/01/2013 | J | 1 (4) | 05/01/2013 | 12/31/2014 | Common Stock | 750,000 | (4) | 1 (4) | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOLLO CHARLES R 15354 N. 83RD WAY SUITE 102 SCOTTSDALE, AZ 85260 |
X | X | Chief Executive Officer | |
TM-07 Investments, LLC 15354 N 83RD WAY SUITE 102 SCOTTSDALE, AZ 85260 |
X |
/s/ Charles R. Mollo | 06/20/2013 | |
**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 board of directors of the Issuer (the "Board") approved the issuance of these shares of Common Stock to TM-07 Investments, LLC ("TM-07"), 100% of the ownership interests in which Mr. Mollo indirectly beneficially owns, at a meeting of the Board on March 8, 2013 as compensation for Mr. Mollo's service as a director on the Board of the Issuer. |
(2) | Reflects the receipt by TM-07, 100% of the ownership interests in which Mr. Mollo indirectly beneficially owns, of a Convertible Secured Promissory Note (convertible into the Issuer's Common Stock) and Warrants in exchange for the conversion of a receivable in the amount of $1,017,664.53 owed to TM07 pursuant to a Note Transaction dated 05/01/2013. |
(3) | TM-07, which is also reporting its ownership on this Form 4, does not beneficially own the securities owned by New Vistas and, as such, beneficially owns only 1,844,744 shares of the common stock, par value $0.001 per share of the Issuer. |
(4) | Reflects the receipt by New Vistas, 100% of the ownership interests in which Mr. Mollo indirectly beneficially owns, of a Convertible Secured Promissory Note with a principal amount of $300,000 (convertible into the Issuer's Common Stock) and Warrants in exchange for cash consideration of $300,000 from New Vistas pursuant to a Note Transaction dated 05/01/2013. |