4//SEC Filing
Levinsohn Michael 4
Accession 0001019687-11-001407
CIK 0001100202other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 3:15 PM ET
Size
14.5 KB
Accession
0001019687-11-001407
Insider Transaction Report
Form 4
Levinsohn Michael
DirectorChief Executive Officer10% Owner
Transactions
- Sale
Common Stock
2010-07-20$2.00/sh−287,250$574,500→ 20,175,000 total(indirect: By Rendez-Vous Management Limited) - Other
Common Stock
2010-10-20−8,175,000→ 12,000,000 total(indirect: By Rendez-Vous Management Limited) - Award
Series A Convertible Preferred Stock
2010-09-23$100.00/sh+7,500$750,000→ 7,500 total(indirect: By Sterling Capital Partners, Inc.)→ Common Stock (500,000 underlying) - Purchase
Common Stock
2010-07-12$4.00/sh+175,000$700,000→ 20,492,250 total(indirect: By Rendez-Vous Management Limited) - Gift
Common Stock
2010-07-20−30,000→ 20,462,250 total(indirect: By Rendez-Vous Management Limited)
Holdings
- 2,450,000
Common Stock
Footnotes (5)
- [F1]Restricted shares received on conversion of indebtedness.
- [F2]At the time of this transfer, Rendez-Vous Management Limited was owned by two trusts each having a 50% ownership and Mr. Levinsohn was one of a class of beneficiaries of one of the trusts owning a 50% interest in Rendez-Vous Management Limited. BasCorp Services Limited is the corporate director of Rendez-Vous Management Limited and has the power to vote and dispose of the shares. Mr. Levinsohn disclaims beneficial ownership of the shares held by Rendez-Vous Management Limited.
- [F3]Rendez-Vous Management Limited distributed 8,175,000 shares to one of the two trusts which own Rendez-Vous Management Limited. Mr. Levinsohn is not a beneficiary of the trust that received the 8,175,000 shares.
- [F4]The stated value of the Series A Preferred stock is $100 per share. The conversion price is initially $1.50, subject to adjustment if (i) Lenco Mobile Inc. ("Lenco") pays any stock dividends or if Lenco subdivides, combines or reclassifies Lenco's common stock or (ii) Lenco's EBITDA for the 15 month period ended December 31, 2011 is less than $27 million and Lenco's EBITDA for the 27 month period ended December 31, 2012 is less than $65 million. With respect to the adjustment effected pursuant to clause (ii), the conversion price is reduced by $0.03 per share if EBITDA for the 27 month period ended December 31, 2012 is less than $65 million, and the conversion price is reduced by an additional $0.03 per share for each $1 million difference between actual EBITDA for such 27 month period and $65 million, subject to a conversion price floor of $0.25 per share. The Series A Preferred shares are convertible immediately and do not expire.
- [F5]Mr. Levinsohn is the chief executive officer of Sterling Capital Partners, Inc. Mr. Levinsohn disclaims beneficial ownership of the shares held by Sterling Capital Partners, Inc.
Documents
Issuer
LENCO MOBILE INC.
CIK 0001100202
Entity typeother
Related Parties
1- filerCIK 0001422487
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 3:15 PM ET
- Size
- 14.5 KB