4//SEC Filing
Yorktown XI Associates LLC 4
Accession 0000899243-18-009808
CIK 0000086264other
Filed
Apr 8, 8:00 PM ET
Accepted
Apr 9, 9:13 PM ET
Size
12.6 KB
Accession
0000899243-18-009808
Insider Transaction Report
Form 4
Yorktown XI Associates LLC
10% Owner
Transactions
- Exercise/Conversion
Warrant
2018-02-01−1,527,778→ 0 total(indirect: See Footnotes)From: 2017-02-15Exp: 2024-02-15→ Common Stock, par value $0.01 per share (1,527,778 underlying) - Purchase
Series B Convertible Preferred Stock, par value $0.01
2018-04-06$100.00/sh+50,000$5,000,000→ 50,000 total(indirect: See Footnotes)From: 2018-04-06→ Common Stock, par value $0.01 per share (50,000 underlying) - Exercise/Conversion
Common stock, par value $0.01 per share
2018-02-01+1,527,778→ 1,527,778 total(indirect: See Footnotes)
Footnotes (7)
- [F1]Shares received upon exercise of Warrant No. 1, issued on February 15, 2017 (the "Warrant") to Yorktown Energy Partners XI, L.P. ("Yorktown XI").
- [F2]The consideration Yorktown XI paid for the full exercise of the Warrant was the transfer and assignment to Carbon Natural Gas Company (the "Issuer") of 11,000 Class A Units of Carbon California Company, LLC, a Delaware limited liability company.
- [F3]These securities are directly owned by Yorktown XI. The reporting person is the sole general partner of Yorktown XI Company LP, the sole general partner of Yorktown XI.
- [F4]The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
- [F5]On March 15, 2017, the Issuer effected a one for twenty reverse stock split of the Issuer's issued and outstanding common stock, as reported on the Current Report on Form 8-K filed by the Issuer with the SEC on March 16, 2017. As a result, the number of shares of common stock underlying the Warrant was proportionately reduced from 30,555,556 to 1,527,778.
- [F6]The Series B Convertible Preferred Stock converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing. The number of shares of common stock issuable upon conversion is dependent upon the price per share of common stock issued in connection with any such qualifying equity financing, but has an initial floor conversion price equal to $8.00 per share. The conversion price will be proportionately increased or decreased to reflect changes to the outstanding shares of common stock, such as the result of a combination, reclassification, subdivision, stock split, stock dividend or other similar transaction involving the common stock.
- [F7]The Series B Convertible Preferred Stock has no expiration date. However, it converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing.
Documents
Issuer
Carbon Natural Gas Co
CIK 0000086264
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001687163
Filing Metadata
- Form type
- 4
- Filed
- Apr 8, 8:00 PM ET
- Accepted
- Apr 9, 9:13 PM ET
- Size
- 12.6 KB