|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | (6) | (6) | (6) | Common Stock | 283,285 | 283,285 | I | By spouse (6) | |||||||
| Prefunded Common Stock Warrants (right to buy) | (7) | (7) | (7) | Common Stock | 113,314 | 113,314 | I | By spouse (7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Theofilos Charles Steve 300 VILLAGE SQUARE XING SUITE 102 PALM BEACH GARDENS, FL 33410 |
X | |||
| /s/ Charles Steve Theofilos | 01/03/2024 | |
| **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 grant of Deferred Stock Units which vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date. |
| (2) | These shares are held by Happy Holstein, LLLP, a Florida limited liability limited partnership, of which Happy Holstein Management, LLC is the general partner, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock. |
| (3) | These shares are held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of commonstock. |
| (4) | These shares are held by the reporting person's adult children, over which Kathryn Theofilos, the reporting person's spouse, shares voting and dispositive power. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares ofcommon stock. |
| (5) | The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock. |
| (6) | The holder of the common stock warrants is Happy Holstein Management, LLC, of which Kathryn Theofilos, the reporting person's spouse, is the manager. These warrants will become exercisable on February 2, 2024 and will expire on February 2, 2029, subject to the Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the warrants, the warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these common stock warrants. |
| (7) | The holder of the prefunded common stock warrants is Happy Holstein Management, LLC, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The prefunded common stock warrants are immediately exercisable and will expire on the date they are exercised in full, subject to the Beneficial Ownership Limitation. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these prefunded common stock warrants. |