ARROGENE, INC 3
3 · ARROGENE, INC · Filed May 18, 2016
Insider Transaction Report
Form 3
Couture Larry Albert Ph.D
Director
Holdings
- (indirect: By LLC)
Series A Convertible Preferred Stock
→ Common Stock (1,698,044 underlying)
Footnotes (3)
- [F1]The Reporting Person, through a controlled entity, Larry A. Couture Consulting, LLC, purchased an aggregate of 1,698,044 shares of Series A Convertible Preferred Stock (the "Preferred Stock") under the terms of a Consulting Agreement (the "Agreement") with the Company. The Preferred Stock is subject to vesting as follows: 20% (339,609) of the shares vest immediately, and the balance (1,358,435) vest at the rate of 22,686 shares per month provided the Reporting Person continues his service with the Company. The Agreement gives the Company the right to repurchase for nominal consideration all unvested Preferred Shares if the Reporting Person's services with the Company cease for any reason before vesting is complete.
- [F2]Vested Preferred Shares are convertible at the option of the Reporting Person into an equal number of shares of common stock at any time. Unvested shares are not convertible at the option of the Reporting Person. However, notwithstanding their vesting status, all shares of Preferred Stock are convertible into an equal number of shares of common stock (i) at any time at the option of the Company, or (ii) upon the consummation of a Change in Control Transaction by the Company.
- [F3]Subject to the vesting provisions, the Preferred Stock is convertible into common stock on a one-for-one basis.