McEwen David S 4
4 · KonaTel, Inc. · Filed Jun 18, 2024
Insider Transaction Report
Form 4
KonaTel, Inc.KTEL
McEwen David S
DirectorChairman and CEO10% Owner
Transactions
- Other
Common Stock
2024-06-17$0.63/sh−65,738$41,251→ 16,371,762 total - Exercise/Conversion
Common Stock
2024-06-17$0.22/sh+187,500$41,250→ 16,559,262 total - Exercise/Conversion
Option
2024-06-17$0.22/sh+187,500$41,250→ 375,000 totalExercise: $0.22From: 2019-06-18Exp: 2024-06-18→ Common Stock (187,500 underlying)
Holdings
- 187,500
Option
Exercise: $0.22From: 2019-06-18Exp: 2024-06-18→ Common Stock (187,500 underlying) - 375,000
Option
Exercise: $0.22From: 2019-09-18Exp: 2024-09-18→ Common Stock (187,500 underlying) - 16,250,000
Common Stock
- 562,500
Option
Exercise: $0.22From: 2019-12-18Exp: 2024-12-18→ Common Stock (187,500 underlying)
Footnotes (3)
- [F1]Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
- [F2]Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's Common Stock under the merger. On June 17, 2024, Mr. McEwen exercised his sixth tranche of 187,500 stock options for 187,500 shares of Common Stock.
- [F3]$41,250, paid by conveying 65,738 shares of KonaTel, Inc. common stock already owned by Mr. McEwen at $0.6275, in a transaction exempt from the provisions of the Act under Rule 16b-3(e) promulgated thereunder.