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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 | ||||||||
Stock Option (right to buy) | $ 2.52 | 10/03/2016 | A | 1,250,000 | (1) | 10/03/2026 | Common Stock | 1,250,000 | $ 0 | 1,250,000 | D | ||||
Stock Option (right to buy) | $ 2.52 | 10/03/2016 | A | 300,000 | (2) | 10/03/2026 | Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
Stock Option (right to buy) | $ 2.52 | 10/03/2016 | A | 300,000 | (3) | 10/03/2026 | Common Stock | 300,000 | $ 0 | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Baluch Khoso 1430 US HIGHWAY 206 SUITE 200 BEDMINSTER, NJ 07921 |
X | Chief Executive Officer |
/s/ Khoso Baluch | 10/05/2016 | |
**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 option vests as follows: 25% on 10/3/2017, 25% on 10/3/2018, 25% on 10/3/2019, and 25% on 10/3/2020. |
(2) | The option vests on the date the Company?s common stock attains an average closing price over any period of 30 consecutive trading days equal to or greater than 2.75 times the closing price per share on the lesser of 9/23/16 or 10/3/16 (the ?Stock Price Condition"); provided, that if the Stock Price Condition is met prior to 12/31/18 then the option will not vest until 12/31/18. The option will be forfeited (i) if the stock price on 12/31/18 is below the closing price per share on the lesser of 9/23/16 or 10/3/16, or (ii) if the Stock Price Condition is not met by 10/3/2020. |
(3) | The option vests based on certain performance milestones. If such milestones are met prior to 12/31/18, then the option will not vest until 12/31/18. The option will be forfeited if such milestones are not met by 10/3/2020. |