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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Santilli Carla 150 RAINVILLE ROAD TARPON SPRINGS, FL 34689 |
X | X |
/s/ Carla Santilli | 03/27/2015 | |
**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 reporting person is hereby disclosing a delinquent Form 4. As of December 31, 2014, the reporting person owned a total of 5,395,793 shares that included: (a) 2,307,829 shares held by Global Alpha, LLC, a privately owned company which is 50% owned by each of the reporting person and the reporting person's spouse, Ruggero Santilli; (b) 1,626,000 shares held by Global Beta, LLC, a privately owned company which is 50% owned by each of the reporting person and Ruggero Santilli; (c) 313,000 shares held by Clean Energies Tech Co., a private company which is 50% owned by Ruggero Santilli; (d) 270,000 shares held by the RM Santilli Foundation, a foundation which is 50% owned by the reporting person; (Continued Note 2) |
(2) | (e) 10,000 shares held in Ruggero Santilli's own name; (f) 525,000 shares of common stock underlying options held by Ruggero Santilli that are presently exercisable; (f) 43,964 shares held in the name of the reporting person; and (g) 300,000 shares of common stock underlying options held by the reporting person that are presently exercisable. This Form 4 does not disclose the transactions in the common stock of the Issuer in which the reporting person engaged from August 23, 2012, the date on which the reporting person filed her last Form 4, through December 31, 2014. |
(3) | Global Beta sold all of the shares of common stock reported in this Form 4 pursuant to a Rule 10b5-1 trading plan. |
(4) | The prices reported in Column 4 for the sales on January 12, January 13, January 14, January 23, January 26, January 27, January 28, January 30, February 2, February 5, February 6, February 9, March 19, March 20, March 23, March 24, and March 25 are weighted average sales prices. These shares were sold pursuant to the 10b5-1 trading plan in multiple transactions at prices ranging from $0.630 to $0.960, inclusive for the trades executed on those dates in January, February, and March. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(5) | Acquired in the reporting person's own name pursuant to an award under the MagneGas Corporation 2014 Equity Incentive Award Plan for her services rendered as a member of the Board of Directors for the period of November 16, 2014 through February 15, 2015. |