3: Initial statement of beneficial ownership of securities
Published on June 3, 2015
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock (1) | (2) | (2) | Common Stock | 100,000 (3) | $ 2.5 (3) | D | |
Common Stock Warrant (Right to Buy) (2) (1) | 04/07/2015 | 04/07/2020 | Common Stock | 20,000 | $ 5 | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
INGRAM DOUGLAS S 650 TOWN CENTER DRIVE SUITE 1770 COSTA MESA, CA 92626 |
X | Vice Chairman |
Signatures
Douglas S. Ingram | 06/03/2015 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Pursuant to a Securities Purchase Agreement dated April 7, 2015, between the Reporting Person and the Issuer, the Reporting Person acquired 100,000 shares of Series A Preferred Stock and warrants to purchase 20,000 shares of the Issuer's common stock at an exercise price of $5.00 per share in exchange for $250,000. |
(2) | The Series A Preferred Stock are automatically convertible in accordance with the Issuer's Certificate of Designation and Certificate of Correction, which are included as exhibits 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. |
(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. |