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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 | ||||||||
Warrants | $ 0.006 | 01/02/2017 | A | 11,581,467 | 01/02/2017 | (5) | Common Stock | 11,581,467 | (1) | 11,581,467 | D | ||||
Series A Convertible Preferred Stock | $ 1 (2) | 01/09/2017 | A | 100,000 | 01/09/2017 | (5) | Common Stock | 5,000 | $ 0.0061 | 100,000 | D | ||||
Series C Convertible Preferred Stock | $ 0.05 (3) | 01/06/2017 | A | 100,000 | 01/06/2017 | (5) | Common Stock | 10,000,000 | $ 1 | 100,000 | D | ||||
Warrants | $ 0.006 | 01/10/2017 | M | 11,581,467 | 01/02/2017 | (5) | Common Stock | 11,581,467 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bhatnagar Anshu 9711 WASHINGTON BLVD., #550 GAITHERSBURG, MD 20878 |
X | Chief Executive Officer |
/s/ Anshu Bhatnagar | 01/12/2017 | |
**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 warrants were acquired pursuant to an agreement between Mr. Bhatnagar and the Company, dated January 2, 2017, pursuant to which Mr. Bhatnagar agreed to take on the role of director and CEO. No other consideration was paid for these warrants. |
(2) | The number of shares received through conversion of Series A Convertible Preferred Stock is the Stated Value ($0.05) divided by the Conversion Price ($1.00), resulting in 0.05 shares of common stock issuable upon conversion of each share of Series A Convertible Preferred Stock. |
(3) | The number of shares received through conversion of Series C Convertible Preferred Stock is the Stated Value ($5.00) divided by the Conversion Price ($0.05), resulting in 100 shares of common stock issuable upon conversion of each share of Series C Convertible Preferred Stock. |
(4) | On January 10, 2017, the reporting person exercised a warrant to purchase 11,581,467 shares of common stock for $0.006 per share. The reporting person paid the exercise price on a cashless basis, resulting in a withholding of 2,331,838 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,249,629 shares. |
(5) | No expiration date |