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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 | ||||||||
Restricted Stock Units (1) | $ 0 (1) | 11/28/2018 | 11/28/2018 | J | 197,368 | (1) | (1) | Common Stock | 197,368 | $ 0 (1) | 0 | D | |||
Option to purchase common stock (2) | $ 0.089 | 11/28/2018 | 11/28/2018 | A | 1,000,000 | 11/28/2018 | 11/28/2028 | Common Stock | 1,000,000 | (2) | 1,000,000 | D | |||
Option to purchase common stock (3) | $ 0.089 | 11/28/2018 | 11/28/2018 | A | 2,000,000 | 12/31/2019 | 11/28/2028 | Common Stock | 2,000,000 | (3) | 3,000,000 | D | |||
Option to purchase common stock (4) | $ 0.089 | 11/28/2018 | 11/28/2018 | A | 2,000,000 | 12/31/2020 | 11/28/2028 | Common Stock | 2,000,000 | (4) | 5,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McDonald Anthony K 11934 W. 75TH STREET ARVADA, CO 80005 |
X | CEO/President |
/s/ Anthony K. McDonald | 11/28/2018 | |
**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) | On September 12, 2018, in connection with the reporting person's appointment to the Issuer's Board of Directors (the "Board"), the Board granted the reporting person 197,368 restricted stock units ("RSUs"), which are scheduled to vest on September 12, 2019, subject to his continued service through the vesting date. The closing price of the Issuer's common stock as the grant date was $0.152. The grant of the RSUs was a transaction exempt from Section 16(b) of the Exchange Act. In connection with the grant of non-qualified stock options disclosed in Table II above, the Reporting Person agreed with the Board to surrender the RSU's to the Issuer,for cancellation as of November 28, 2018. |
(2) | On November 28, 2018, the Issuer's board of directors approved the grant of non-qualified stock options to purchase 1,000,000 shares of common stock at an exercise price of $0.089, the closing price of Issuer's common stock on November 27, 2018, which were vested and exercisable on the date of grant. These options were granted in connection with the Reporting Person's appointment as the Company's CEO and President. The grant of these options and the issuance of shares of common stock upon exercise thereof are transactions exempt from Section 16(b) of the Exchange Act. |
(3) | On November 28, 2018, the Issuer's board of directors approved the grant of non-qualified stock options to purchase 2,000,000 shares of common stock at an exercise price of $0.089, the closing price of Issuer's common stock on November 27, 2018, which vest and become exercisable on December 31, 2019 if the Reporting Person continues to be employed by the Issuer on that date. These options were granted in connection with the Reporting Person's appointment as the Company's CEO and President. The grant of these options and the issuance of shares of common stock upon exercise thereof are transactions exempt from Section 16(b) of the Exchange Act. |
(4) | On November 28, 2018, the Issuer's board of directors approved the grant of non-qualified stock options to purchase 2,000,000 shares of common stock at an exercise price of $0.089, the closing price of Issuer's common stock on November 27, 2018, which vest and become exercisable on December 31, 2020 if the Reporting Person continues to be employed by the Issuer on that date. These options were granted in connection with the Reporting Person's appointment as the Company's CEO and President. The grant of these options and the issuance of shares of common stock upon exercise thereof are transactions exempt from Section 16(b) of the Exchange Act. |