11/06/2024 | Press release | Distributed by Public on 11/06/2024 15:35
FORM 4
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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 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) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STILL TIMOTHY I 1489 WEST WARM SPRINGS ROAD, SUITE 110 HENDERSON, NV 89014 |
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/s/ Timothy I. Still | 11/06-05:00/2024 |
**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) | The reporting person received 400,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan, vesting in three installments of 133,334 units, 133,333 units, and 133,333 units on each of November 6, 2025, November 6, 2026 and November 6, 2027, 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. |
(2) | The reporting person received 1,000,000 RSUs under the Issuer's 2024 Stock Incentive Plan, subject to vesting in two equal installments of 500,000 units upon the achievement of a closing stock price target above $2.50 per share and above $5.00 per share, respectively, of the Issuer's common stock for a minimum of thirty consecutive trading days prior to November 6, 2027, which date shall be no earlier than November 6, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the target, if at all. Vesting of the RSUs shall be accelerated to fully-vest the rights to these RSUs if the Issuer undergoes a Change of Control (as defined in the Award) at a purchase price per share of the Issuer's common stock in such transaction exceeding $2.50 per share. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |