Stanton Christopher 4
4 · LENCO MOBILE INC. · Filed Feb 27, 2013
Insider Transaction Report
Form 4
Stanton Christopher
EVP and General Counsel
Transactions
- Purchase
Series A Convertible Preferred Stock
2013-02-25$109.54/sh+362$39,653→ 262 total→ Common Stock (20,233 underlying)
Footnotes (3)
- [F1]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.
- [F2]The Series A Convertible Preferred shares are convertible immediately and do not expire.
- [F3]As of the transaction date the stated value of the Series A Convertible Preferred Stock was $115.84 per share. The number of shares of common stock into which each share of the Series A Convertible Preferred Stock may be converted is determined by taking the stated value per share, adding any dividends that have accrued, and dividing the result by the conversion price. Dividends accrue at the rate of 6% per annum and are calculated and compounded quarterly. The number of common shares shown is based on the stated value as of the transaction date and the unadjusted conversion price of $1.50 pending confirmation of the actual conversion price.