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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 | ||||||||
| Warrants (right to buy) | $ 2 | 06/18/2024 | G(2) | 1,000,000 | 01/18/2023 | 01/18/2028 | Common Stock | 1,000,000 | $ 0 | 0 | D | ||||
| Warrants (right to buy) | $ 2 | 06/18/2024 | G(2) | 1,000,000 | 01/18/2023 | 01/18/2028 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | I | By Avon Road Partners, L.P. (1) | |||
| Warrants (right to buy) | $ 1.4 (3) | 06/20/2024 | O | 700,000 | 01/18/2023 | 01/18/2028 | Common Stock | 700,000 | $ 0 | 0 | I | By Avon Road Partners, L.P. (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERMAN ROBERT ALAN C/O REKOR SYSTEMS, INC. 6721 COLUMBIA GATEWAY DRIVE, SUITE 400 COLUMBIA, MD 21046 |
X | Executive Chairman | ||
| /s/ Robert A. Berman | 06/26/2024 | |
| **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) | The reporting person is the general partner of Avon Road Partners, L.P. |
| (2) | The reporting person transferred these warrants to Avon Road Partners, L.P., a limited partnership of which the reporting person is the general partner. |
| (3) | On June 20, 2024, the Issuer and the Avon Road Partners, L.P. entered into a Warrant Exercise Agreement (the "Agreement") pursuant to which the exercise price of the warrants originally issued to the reporting person on January 18, 2023 (the "Warrants"), and subsequently transferred by the reporting person to Avon Road Partners, L.P. on June 18, 2024, was reduced from $2.00 to $1.40, with a concomitant reduction in the number of shares into which the Warrants are exercisable, from 1,000,000 to 700,000. |