|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (Right to Buy) | $ 0.02 | 01/28/2014 | J(4) | 71,082,323 (5) | 01/28/2014 | 01/28/2021 | Common Stock | 71,082,323 | $ 0 | 71,082,323 | I | By group (5) | |||
| Common Stock Warrants (Right to Buy) | $ 0.02 | 01/28/2014 | J(4) | 28,917,647 (6) | 01/28/2014 | 01/28/2021 | Common Stock | 28,917,647 | $ 0 | 28,917,647 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bacterial Robotics, LLC PO BOX 30085 CINCINNATI, OH 45230 |
X | |||
| Barkeloo Jason Eric PO BOX 30085 CINCINNATI, OH 45230 |
X | |||
| /s/ Jason E. Barkeloo, Chief Executive Officer of Bacterial Robotics, LLC | 05/02/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Jason E. Barkeloo | 05/02/2014 | |
| **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 issued on January 25, 2014 to Jason E. Barkeloo ("Mr. Barkeloo"), a reporting person hereunder, in consideration of Mr. Barkeloo's services to Tauriga Sciences, Inc. (the "Company") pursuant to an advisory agreement between the Company and Mr. Barkeloo, and are owned directly and solely by Mr. Barkeloo. |
| (2) | The shares of common stock are owned directly and solely by Mr. Barkeloo. |
| (3) | The shares of common stock are owned directly by Bacterial Robotics, LLC ("Bacterial Robotics"), a reporting person hereunder. As managing member and Chief Executive Officer of Bacterial Robotics and by virtue of the Voting Agreement (defined below), as disclosed in the reporting persons' Schedule 13D filed with the Securities and Exchange Commission on May 2, 2014, Mr. Barkeloo, a reporting person hereunder, may be deemed to beneficially own the shares of common stock held by Bacterial Robotics. |
| (4) | The warrants were issued on January 28, 2014 in connection with an Agreement and Plan of Merger, dated as of November 25, 2013, by and among the Company, Pilus Acquisition, LLC, Bacterial Robotics, Pilus Energy LLC ("Pilus Energy") and certain individuals named therein (the "Merger Agreement"), as consideration for the acquisition of Pilus Energy by the Company. |
| (5) | The warrants were issued pursuant to the Merger Agreement and are held by parties to the Voting Agreement, dated January 28, 2014, by and among the Company and members of Pilus Energy (the "Voting Agreement"). Excludes the warrant held by Bacterial Robotics, who is a party to the Voting Agreement, reported separately herein. The reporting persons are members of a Section 13(d) "group" as a result of the Voting Agreement. By virtue of the Voting Agreement and as disclosed in the reporting persons' Schedule 13D filed with the Securities and Exchange Commission on May 2, 2014, Mr. Barkeloo, a reporting person hereunder, may be deemed to beneficially own the shares of common stock of the Company underlying the warrants, which will be subject to the Voting Agreement once issued. Mr. Barkeloo disclaims beneficial ownership of the securities held by the parties to the Voting Agreement. |
| (6) | The warrant was issued pursuant to the Merger Agreement and is owned directly by Bacterial Robotics, a reporting person hereunder. As managing member and Chief Executive Officer of Bacterial Robotics and by virtue of the Voting Agreement, Mr. Barkeloo, a reporting person hereunder, may be deemed to beneficially own the securities held by Bacterial Robotics. |