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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 Debenture | $ 1.5 | 05/15/2015 | J(2) | 1 | 05/15/2015 | 07/15/2016 | Common Stock | 33,334 | $ 50,000 | 0 | I | See FootNote (1) | |||
| Series A Convertible Preferred Stock | $ 1.25 | 06/12/2015 | J(2) | 500 | 06/12/2015 | (4) | Common Stock | 40,000 | $ 50,000 | 500 | I | See FootNote (1) | |||
| Warrant | $ 1.25 | 06/12/2015 | J(2) | 1 | 06/12/2015 | 06/12/2020 | Common Stock | (3) | $ 50,000 | 1 | I | See FootNote (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| D'Agostino Alfred 133 CUMBERLAND COURT PARAMUS, NJ 07652 |
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| /s/ Alfred D'Agostino | 06/16/2015 | |
| **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) | Security held by Alfred D'Agostino Revocable Living Trust. |
| (2) | Pursuant to the terms of the Convertible Debenture (the "Debenture"), the Debenture was automatically converted upon a Qualified Offering. Upon conversion of the Debenture Mr. D.Agostino received 1 unit comprised of (i) five hundred (500) shares of Series A Preferred ("Unit Shares"), convertible into the Company's Common Stock at a conversion price of $1.25 per share and (ii) one (1) Warrant to purchase 100% of the number of Conversion Shares (as defined in the Debenture) initially issuable upon conversion of the Unit Shares to the purchaser at the exercise price of $1.25 per share. |
| (3) | The Warrant entitles Mr. D'Agostino to purchase up to the number of shares of Common Stock ("Warrant Shares") that is equal to 100% of the number of Conversion Shares initially issuable upon conversion of the Unit Shares issued to the purchaser. The Warrants are for a term of five (5) years and are exercisable at a price of $1.25 per Warrant Share. |
| (4) | The Series A Convertible Preferred Stock has no expiration date. |