4//SEC Filing
AURA SYSTEMS INC 4
Accession 0000905608-04-000056
$AUSICIK 0000826253operating
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 4:52 PM ET
Size
17.0 KB
Accession
0000905608-04-000056
Insider Transaction Report
Form 4
AURA SYSTEMS INCAura
KOYAH LEVERAGE PARTNERS L P
10% OwnerOther
Transactions
- Purchase
Convertible Promissory Note
2004-12-16$220000.00/sh+1$220,000→ 1 total(indirect: See Notes 3,4,5,6,& 7)Exercise: $0.00From: 2004-12-16Exp: 2005-08-19→ Common Stock (20,625,000 underlying)
SIMMONS JAMES M
10% OwnerOther
Transactions
- Purchase
Convertible Promissory Note
2004-12-16$220000.00/sh+1$220,000→ 1 total(indirect: See Notes 3,4,5,6,& 7)Exercise: $0.00From: 2004-12-16Exp: 2005-08-19→ Common Stock (20,625,000 underlying)
KOYAH PARTNERS L P
10% OwnerOther
Transactions
- Purchase
Convertible Promissory Note
2004-12-16$220000.00/sh+1$220,000→ 1 total(indirect: See Notes 3,4,5,6,& 7)Exercise: $0.00From: 2004-12-16Exp: 2005-08-19→ Common Stock (20,625,000 underlying)
ICM ASSET MANAGEMENT INC/WA
10% OwnerOther
Transactions
- Purchase
Convertible Promissory Note
2004-12-16$220000.00/sh+1$220,000→ 1 total(indirect: See Notes 3,4,5,6,& 7)Exercise: $0.00From: 2004-12-16Exp: 2005-08-19→ Common Stock (20,625,000 underlying)
KOYAH VENTURES LLC
10% OwnerOther
Transactions
- Purchase
Convertible Promissory Note
2004-12-16$220000.00/sh+1$220,000→ 1 total(indirect: See Notes 3,4,5,6,& 7)Exercise: $0.00From: 2004-12-16Exp: 2005-08-19→ Common Stock (20,625,000 underlying)
Footnotes (8)
- [F1]This zero is a placeholder only that is required by the EDGAR software and should be disregarded. The Convertible Promissory Note (the "Note") is convertible into units ("Units") at a conversion price equal to $1,000 in principal amount per Unit. Each Unit consists of 200 shares of Series B Stock and 12,500 Series B Warrants (the "Warrants"). Each Warrant has a 7 year term and entitles the holder to purchase one share of Common Stock at an exercise price of $0.02 per share. Each holder of a Unit also has an option to purchase an additional one half Unit at a purchase price of $1,000 per Unit (each, an "Option").
- [F2]The amount in Column 7 is the total amount of Common Stock issuable on the convesion of the Note, the conversion of the Series B Stock issuable on the conversion of the Note and the exercise of the Warrants and the Options. The Series B Stock is entitled to dividends at an annual rate of 8% of their purchase price. Dividends are cumulative and accrue quarterly. Dividends are not paid in cash, but accrue and are paid on conversion of the Series B Stock Through an adjustment to the convesion price thereof.
- [F3]The Reporting Persons are ICM Asset Management, Inc. ("ICM"), a Washington corporation and SEC-registered investment adviser, Koyah Ventures, LLC, a Delaware limited liability company ("Koyah Ventures") and James M. Simmons. ICM is the investment adviser to, and Koyah Ventures is the general partner of, investment limited partnership. ICM is also the investment adviser to other client accounts. Mr. Simmons is the manager of Koyah Ventures and is the president and majority shareholder of ICM.
- [F4]Mr. Simmons, ICM and Koyah Ventures are filing this Form 4 jointly and constitute a group, but disclaim membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended. These securities are held directly by an investment limited partnership of which ICM is the investment adviser and Koyah Ventures is the general partner. They are held indirectly by ICM, Koyah Ventures and Mr. Simmons. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their respective pecuniary intersts therein.
- [F5]Koyah Leverage Partners, L.P. and Koyah Partners, L.P., both Delaware limited partnerships, and collectively, the "Partnerships," each holds more than ten percent of the Issuer's outstanding common stock (the "Common Stock") as described in a Form 3 filed by the Reporting Persons on September 24, 2004, but the Partnerships did not participate in this trasaction. The Partnerships are not members of a group, and each expressly disclaims membership in a group, within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1), with any other person. Each Partnership also disclaims that it is the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of any of the Issuer's securities. Except for the Partnerships, no client account of ICM owns more than ten percent of the outstanding Common Stock.
- [F6]The Common Stock to be issued on conversion of the Series A Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "Series B Stock") and the Warrants are subject to a Registration Rights Agreement effective December 16, 2004, which provides that if by certain specified dates, the Issuer does not file a registration statement with the SEC with respect to such Common Stock, does not appropriately respond to any comments from the SEC on such a registration statement or such a registration statement does not become or is no longer effective, the Company must issue to the Reproting Persons additional warrants to purchase Common Stock on the terms specified in the Registration Rights Agreement.
- [F7]The Issuer's Certificate of Incorporation entitles the holders of the Series B Stock to elect four of the Issuer's directors for as long as the Series B Stock is outstanding. The holders of the Series B Stock have agreed, among other things, to use their best efforts to cause the size of the Issuer's board of directors to remain at seven directors at all times and that Koyah Leverage Partners, L.P. has the right to elect one of the four directors that the holders of the Series B Stock are entitled to elect. Koyah Leverage Partners, L.P. has elected Neal F. Meehan as its designated director. This right to elect one of the Issuer's directors could cause the Reprorting Persons to be deemed insiders of the Issuer even if they did not collectively hold more than 10% of the outstanding Common Stock.
- [F8]Expiration date represents the due date of the Note. Note is convertible at any time until paid.
Documents
Issuer
AURA SYSTEMS INC
CIK 0000826253
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000826253
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 4:52 PM ET
- Size
- 17.0 KB