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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 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 | ||||||||
Series B Preferred Stock (1) | $ 0 | 04/01-06:00/2017 | J(2) | 513,652 | 04/01-06:00/2017 | (3) | Common Stock | 2,765,670 | $ 0 | 6,171,452 | D | ||||
Series B Preferred Stock (1) | $ 0 | 06/20-06:00/2017 | G | 92,862 | 06/20-06:00/2017 | (3) | Common Stock | 499,999 | $ 0 | 6,078,590 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nahass Michael 2040 MAIN STREET SUITE 225 IRVINE, CA 92614 |
X | Secretary and Treasurer |
/s/ Michael Nahass | 06/21-06:00/2017 | |
**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) | Each share of Series B Preferred stock is convertible, at any time, at the option of the holder, on a 1-for-5.384325537 basis, into shares of common stock and has voting rights equal to 100 shares of common stock. |
(2) | 513,652 shares of Series B Preferred stock were returned to the Company as the result of a claw-back pursuant to the appreciation of the quoted price of the Company's stock underlying the market-based component of the contingent consideration paid by the Company in connection with the acquisition of Black Oak Gallery. |
(3) | The Series B Preferred Stock does not have an expiration date. |