|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock (2) | $ 2.5 (1) (3) | 05/29/2015 | P | 10,000 | (1) | (1) | Common Stock | 10,000 (3) | $ 2.5 | 10,000 | D | ||||
Common Stock Warrant (Right to Buy) (2) | $ 5 | 05/29/2015 | P | 2,000 | 05/29/2015 | 05/29/2020 | Common Stock | 2,000 | $ 0 (2) | 2,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McLaughlin Gerald W. 650 TOWN CENTER DRIVE SUITE 1770 COSTA MESA, CA 92626 |
X |
/s/ Gerald W. McLaughlin | 06/02/2015 | |
**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 Series A Convertible Preferred Stock are automatically convertible in accordance with the Issuer's Certificate of Designation and Certificate of Correction, which are included as exhibit 3.1 and 3.2, respectively, to the Issuer's Form 8-K filed on April 7, 2015, and do not have an expiration date. |
(2) | Pursuant to a Securities Purchase Agreement dated April 29, 2015, between the Reporting Person and the Issuer, the Reporting Person acquired 10,000 shares of Series A Preferred Stock and warrants to purchase an aggregate 2,000 shares of the Issuer's common stock at an exercise price of $5.00 per share in exchange for $25,000, or $2.50 per share. |
(3) | Subject to adjustment as specified in the Issuer's Certificate of Designation, which is included as exhibit 3.1 to the Issuer's Form 8-K filed on April 7, 2015. |