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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 | ||||||||
Warrant | $ 0.0075 | 08/27/2007 | J(1) | 3,000,000 | (2)(3) | 08/27/2017 | Common Stock | 3,000,000 | $ 0.0075 | 895,833 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DEILY HANK MOBILEPRO CORP 6701 DEMOCRACY BLVD SUITE 202 BETHESDA, MD 20817 |
Chief Accounting Officer |
/s/ Hank Deily | 08/29/2007 | |
**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) | Awarded to Hank Deily by the Issuer's Compensation Committee in recognition of staying with the Issuer during its sale of its assets and without the protection of a written employment agreement. |
(2) | Shares of the Issuer's common stock, par value $0.001 per share ("Warrant Stock"), to vest at the earlier of June 30, 2008 or should his employment with the Issuer be terminated without cause, including as a result of a merger or acquisition resulting in a change of control, meaning (i) the acquisition (other than from the Issuer in one or more transactions by any Person, as defined, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the securities of the Issuer, or (B) the combined voting power of the then outstanding securities of the Issuer entitled to vote generally in the election of directors (the "Issuer Voting Stock"); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of the Issuer; or |
(3) | (iii) the effective time of any merger, share exchange, consolidation, or other business combination of the Issuer if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Issuer Voting Stock; provided, however, that a Change of Control shall not include a public offering of capital stock of the Issuer. A "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Issuer and corporations controlled by the Issuer. |
Remarks: Post transaction holdings: Stock 0 , Warrants 5,550,000 |