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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 | ||||||||
Convertible Promissory Note | $ 3.48 | 11/27/2013 | C | 1 | 11/27/2013 | (3) | Common Stock | 29,063 | $ 100,000 | 14,383 (4) | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAUM MARK L 5004 BEE CREEK ROAD SUITE 600 SPICEWOOD, TX 78669 |
X |
/s/ Mark Baum | 12/02/2013 | |
**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 shares of common stock were acquired upon the conversion of a senior secured convertible promissory note in the principal amount of $100,000 issued on November 21, 2012 to Series E-1 of Larrem Smitty, LLC, of which Mr. Baum is the beneficial owner. |
(2) | The securities are owned by Series E-1 of Larrem Smitty, LLC. The reporting person has voting and investment control over the securities. |
(3) | The senior secured convertible promissory note was required to be converted into shares of the Company's common stock if, prior to the maturity date (January 6, 2014), the Company raised at least $10 million in an initial public offering of its common stock. The Company completed its initial public offering on November 27, 2013 and raised gross proceeds in excess of $10 million. Upon the completion of the Company's initial public offering the senior secured convertible promissory note, including all accrued interest, was paid with shares of the Company's common stock at the price of $3.48 per share. |
(4) | The reporting person continues to hold a warrant for the purchase of shares of the Company's common stock. |