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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Warrant to Purchase Common Stock | $ 2.74 | 09/06/2016 | Â | A4 | 850,000 | Â | 09/06/2016 | 09/06/2021 | Common Stock | (1) | 850,000 | Â | ||
Conversion Right | $ 2.3825 | 09/06/2016 | Â | A4 | 251,836 (2) | Â | 09/06/2016 | 09/06/2019 | Common Stock | (2) | 251,836 (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMITH WILLIAM W JR 51 COLUMBIA ALISO VIEJO, CA 92656 |
 X |  |  President & CEO |  |
Debra Koehler, Attorney in Fact for William W. Smith, Jr. | 02/14/2017 | |
**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) | Shares issuable upon exercise of warrants issued on September 6, 2016 at an exercise price of $2.74 per share in connection with purchase by reporting person of senior subordinated promissory notes in the aggregate principal amount of $2,000,000 (the "Notes"). |
(2) | Shares issuable upon optional conversion of interest payable under Notes on a quarterly basis during the term of the Notes at $2.3825 per share |