UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option to Acquire Common Stock | 03/15-06:00/2017(1) | 03/15-06:00/2027 | Common Stock | 50,000 | $ 4 | D | |
Option to Acquire Preferred Stock | (2) | 12/31-07:00/2023 | Preferred Stock | 100,000 | $ 0.0001 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ABSHER MARK A 1 VENTURE SUITE 150 IRVINE, CA 92618 |
X |
/s/ Mark A. Absher | 12/28-07:00/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Note that options shares are initially unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. The Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to: (i) 25% of the Option Shares upon Optionee's completion of one year of Service measured from the Vesting Commencement Date; and (ii) the balance of the Option Shares in a series of 36 successive equal monthly installments upon Optionee's completion of each additional month of Service over the 36 month period measured from the first anniversary of the Vesting Commencement Date. The Vesting Commencement Date is March 15, 2017. In no event shall any additional Option Shares vest after Optionee's cessation of Service. |
(2) | The Option may be exercised only upon the following events: 1. The acquisition of a Controlling interest by a shareholder or shareholders other than Scott Absher or Steve Holmes. "Controlling interest" means the ownership of outstanding voting shares of the Company sufficient to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise one-fifth or more of all the voting power of the Company in the election of directors or any other business matter on which shareholders have the right to vote under Wyoming Law. 2. Prior to any proposed merger, consolidation (in which the Company's common stock is changed or exchanged) or sale of at least 50% of the Company's assets or earning power (other than a reincorporation). |