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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Forterre Gael 1489 WEST WARM SPRINGS ROAD SUITE 110 HENDERSON, NV 89014 |
Chief Commercial Officer | |||
| /s/ Gael Forterre | 08/16-05:00/2024 | |
| **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) | On Sept 28, 2023, the reporting person was awarded 61,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan, subject to vesting upon the achievement of certain corporate performance goals on or prior to Dec 31, 2023 and June 30, 2024 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 15,250 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three installments of 5,083 units, 5,083 units, and 5,084 units on each of Sept 28, 2024, 2025 and 2026, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested. As reported in Jan 2024, the rights with respect to 25,925 RSUs subject to the award previously vested and remain subject to time-based vesting. The rights with respect to the remaining 19,825 RSUs did not vest and were cancelled on August 15, 2024. |
| (2) | These shares of common stock are managed by Armori Capital Management, LLC ("Armori Capital"). Mr. Forterre is the managing director and sole shareholder of Armori Capital and has voting and dispositive control over the shares held by Armori Capital. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |