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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 Note (1) | $ 1.331 | 03/29/2019 | P | $ 37,562.31 | 03/29/2019 | 11/20/2021 | Common Stock | 28,221 | $ 37,562.31 | $ 37,562.31 | D | ||||
Class C Convertible Preferred Stock | $ 1 (2) | 03/29/2019 | P | 22,500 | 03/29/2019 | (3) | Common Stock | 225,000 | $ 4 | 22,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHOOKASZIAN DENNIS 2600 S. GESSNER RD., SUITE 555 HOUSTON, TX 77063 |
X | X |
/s/ John J. Dee as attorney-in-fact | 04/01/2019 | |
**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) | Represents a Convertible Note payable to the Reporting Person that is convertible on or before November 20, 2021 at the option of the Reporting Person into common shares of the Issuer. The number of shares into which the Convertible Note is convertible is equal to the quotient obtained by dividing the principal amount of the note plus interest accrued by $1.331. As of March 29, 2019, the Convertible Note is convertible into 28,221 shares. |
(2) | The Class C Convertible Preferred Stock is convertible, at the option of the Reporting Person, at any time without the payment of any additional consideration. The number of common shares for which each share of Class C Convertible Preferred Stock is convertible is determined by dividing the sum of $10.00 and any accrued and unpaid dividends by $1.00. As of March 29, 2019, the Class C Convertible Preferred Stock held by the Reporting Person is convertible into 225,000 common shares of the Issuer. |
(3) | The Class C Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, and has no expiration date. |