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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 |
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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) | ||
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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 X Preferred Stock | $ 0.4 | 03/01/2024 | P | 15,000 | (3) | (4) | Common Stock | 15,000,000 | $ 400 | 15,000 | I (5) | by Strandler, LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WHITMORE BRADFORD T 5215 OLD ORCHARD ROAD SUITE 620 SKOKIE, IL 60077 |
X | |||
| Bradford T. Whitmore | 03/05/2024 | |
| **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) | As sole member of Strandler, LLC, Bradford T. Whitmore is an indirect beneficial owner of 8,684,270 shares of Common Stock. |
| (2) | As Manager of INV-GP, LLC, Grace Investments, LP's General Partner, Bradford T. Whitmore is an indirect beneficial owner of 675,515 shares of Common Stock. |
| (3) | The Preferred Stock will be exercisable if and when the Company has filed the Certificate Amendment pursuant to which the Company's authorized shares of Common Stock are increased by an amount sufficient to satisfy the conversion rights under the Preferred Stock. If the amendment is not filed by August 1, 2024, holder shall thereafter have the right at any time to demand redemption of all or part of its Preferred Stock at a price per share of $420.00. |
| (4) | Series X Preferred Stock has no expiration date. |
| (5) | As sole member of Strandler, LLC, Bradford T. Whitmore is an indirect beneficial owner of 15,000 shares of Series X Preferred Stock. |