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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 | ||||||||
Series B Convertible Preferred Stock | $ 20.75 (4) | 06/23/2016 | (1)(3) | C | 49,936 (2) | 06/23/2016 | 09/30/2026 | Common Stock | 49,936 | (4) | 49,936 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GERMAN MICHAEL I 330 WEST WILLIAM ST CORNING, NY 14830 |
President |
Michael German | 06/27/2016 | |
**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) | Reporting Person received 376,320 shareholder subscription rights as a pro rata dividend to shareholders of record of the Issuer, Corning Natural Gas Holding Corporation ("Issuer" or "Holding Company") on April 14, 2016 ("Record Date"), with respect to the shares of common stock owned directly by Reporting Person on the record date. Each basic subscription right permitted the shareholder to purchase 1/8th share of Issuer's 6% Series A Cumulative Preferred Stock, par value $0.01 per share, for $25.00 for each full share or 1/6th share of Issuer's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share for $20.75 for each full share. |
(2) | In connection with the transactions described in Note (1), Reporting Person exercised 76,704 basic subscription rights issued with respect to shares of common stock directly owned by Reporting Person to purchase 9,588 shares of Series A Cumulative Preferred Stock and 299,616 basic subscription rights issued with respect to shares of common stock directly owned by Reporting Person to purchase 49,936 shares of Series B Convertible Preferred Stock. |
(3) | Oversubscription rights were provided. The subscription rights expired on June 20, 2016 and shares of Series A Cumulative Preferred Stock and Series B Convertible Preferred Stock issued as of the close of business on June 23, 2016. |
(4) | Each share of Series B Convertible Preferred Stock is convertible at any time after issuance into one share of common stock, subject to adjustment under certain circumstances. |