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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 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 C Preferred Stock, $0.001 par value per share | (1) | 03/27/2018 | C | 1,842 | (1) | (1) | Common Stock | 70,548 | (1) | 0 | D | ||||
Series A Preferred Stock, $0.001 par value per share | (2) | 03/22/2018 | C | 1,000,000 | (2) | (2) | Common Stock | 50,000 (5) | (2) | 0 | D | ||||
Options to purchase Common Stock | $ 30 | 06/16/2017 | A | 7,000 | (3) | (3) | Common Stock | 7,000 | $ 30 | 7,000 | D | ||||
Options to purchase Common Stock | $ 37.50 | 06/16/2017 | A | 9,600 | (4) | (4) | Common Stock | 9,600 | $ 37.50 | 9,600 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Feintuch Ira 3284 N 29TH COURT HOLLYWOOD, FL 33020 |
Chief Operating Officer |
/s/ Ira Feintuch | 04/20/2018 | |
**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) | As previously reported on his Form 3 filed on March 14, 2018, Mr. Feintuch owned 1,842 shares of Series C Convertible Preferred Stock (the "Series C Preferred"). These 1,842 shares and an additional 72 shares of Series C Preferred owed to Mr. Feintuch, but never issued to him, were converted into 70,548 restricted shares of Common Stock on March 27, 2018 based on the following formula: the number of Series C shares held by Mr. Feintuch (i) multiplied by a factor of 115, (ii) divided by $3.12 (the conversion price of the Series D Preferred Stock issued to JMJ Financial on February 16, 2018). |
(2) | On June 23, 2017, the Company and Mr. Feintuch entered into a letter agreement with the Company whereby they agreed that, upon the Company's implementation of the Reverse Stock Split, a total of 2,500,000 shares of Common Stock issuable upon conversion of the Series A Preferred Shares prior to the signing of the letter agreement to Mr. Feintuch will be reduced to 200,000 shares of Common Stock. The Reverse Stock Split was implemented on August 29, 2017. On December 7, 2017 Mr. Feintuch signed a letter agreement pursuant to which, upon the closing of this offering, his Series A Preferred Shares will automatically convert into 50,000 shares of Common Stock. As previously reported on his Form 4 filed on March 26, 2018, Mr. Feintuch was issued the 50,000 shares of Common Stock on March 22, 2018. |
(3) | Mr. Feintuch is owed options for 7,000 shares of Common Stock at an exercise price of $30.00 per share pursuant to his Compensation Agreement by and between the Company and Mr. Feintuch, dated June 16, 2017. These options, when issued, will be fully vested and expire five years from the date of issuance. |
(4) | Mr. Feintuch is owed options for 9,600 shares of Common Stock at an exercise price of $37.50 per share pursuant to his Compensation Agreement by and between the Company and Mr. Feintuch, dated June 16, 2017. These options, when issued, will be fully vested and expire five years from the date of issuance. |
(5) | This amendment is being filed to reflect the correct amount of Common Stock issued to Mr. Feintuch upon conversion of the Series A Preferred Stock. |