4//SEC Filing
CannaVEST Corp. 4
Accession 0001019687-14-002821
$CVSICIK 0001510964operating
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 7:09 PM ET
Size
22.3 KB
Accession
0001019687-14-002821
Insider Transaction Report
Form 4
CannaVEST Corp.CANV
Mackay Bart P
Other
Transactions
- Purchase
Common Stock
2014-01-15$1.00/sh+100,000$100,000→ 100,000 total(indirect: See Footnote) - Conversion
Common Stock
2014-01-22$0.60/sh+10,000,000$6,000,000→ 10,000,000 total(indirect: See Footnote) - Other
Common Stock
2014-05-03+1,000,000→ 1,100,000 total(indirect: See Footnote) - Other
Common Stock
2014-05-03+1,861,759→ 5,739,518 total(indirect: See Footnote) - Conversion
Convertible Promissory Note
2013-11-07−6,000,000→ 0 total(indirect: See Footnote)Exercise: $0.60From: 2013-11-07Exp: 2015-03-01→ Common Stock (10,000,000 underlying)
Mai Dun Ltd LLC
10% OwnerOther
Transactions
- Purchase
Common Stock
2014-01-15$1.00/sh+100,000$100,000→ 100,000 total(indirect: See Footnote) - Conversion
Common Stock
2014-01-22$0.60/sh+10,000,000$6,000,000→ 10,000,000 total(indirect: See Footnote) - Other
Common Stock
2014-05-03+1,000,000→ 1,100,000 total(indirect: See Footnote) - Other
Common Stock
2014-05-03+1,861,759→ 5,739,518 total(indirect: See Footnote) - Conversion
Convertible Promissory Note
2013-11-07−6,000,000→ 0 total(indirect: See Footnote)Exercise: $0.60From: 2013-11-07Exp: 2015-03-01→ Common Stock (10,000,000 underlying)
Roen Ventures LLC
Other
Transactions
- Other
Common Stock
2014-05-03+1,861,759→ 5,739,518 total(indirect: See Footnote) - Purchase
Common Stock
2014-01-15$1.00/sh+100,000$100,000→ 100,000 total(indirect: See Footnote) - Conversion
Common Stock
2014-01-22$0.60/sh+10,000,000$6,000,000→ 10,000,000 total(indirect: See Footnote) - Conversion
Convertible Promissory Note
2013-11-07−6,000,000→ 0 total(indirect: See Footnote)Exercise: $0.60From: 2013-11-07Exp: 2015-03-01→ Common Stock (10,000,000 underlying) - Other
Common Stock
2014-05-03+1,000,000→ 1,100,000 total(indirect: See Footnote)
Mackay Ventures Inc.
Other
Transactions
- Other
Common Stock
2014-05-03+1,861,759→ 5,739,518 total(indirect: See Footnote) - Purchase
Common Stock
2014-01-15$1.00/sh+100,000$100,000→ 100,000 total(indirect: See Footnote) - Conversion
Common Stock
2014-01-22$0.60/sh+10,000,000$6,000,000→ 10,000,000 total(indirect: See Footnote) - Other
Common Stock
2014-05-03+1,000,000→ 1,100,000 total(indirect: See Footnote) - Conversion
Convertible Promissory Note
2013-11-07−6,000,000→ 0 total(indirect: See Footnote)Exercise: $0.60From: 2013-11-07Exp: 2015-03-01→ Common Stock (10,000,000 underlying)
Mercia Holdings LLC
Other
Transactions
- Other
Common Stock
2014-05-03+1,861,759→ 5,739,518 total(indirect: See Footnote) - Other
Common Stock
2014-05-03+1,000,000→ 1,100,000 total(indirect: See Footnote) - Purchase
Common Stock
2014-01-15$1.00/sh+100,000$100,000→ 100,000 total(indirect: See Footnote) - Conversion
Common Stock
2014-01-22$0.60/sh+10,000,000$6,000,000→ 10,000,000 total(indirect: See Footnote) - Conversion
Convertible Promissory Note
2013-11-07−6,000,000→ 0 total(indirect: See Footnote)Exercise: $0.60From: 2013-11-07Exp: 2015-03-01→ Common Stock (10,000,000 underlying)
Footnotes (6)
- [F1]The securities are owned solely by Mackay Ventures, Inc. ("Mackay Ventures"), who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia") and Bart Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole director, officer and shareholder of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F2]The securities are owned solely by Roen Ventures LLC, a 10% owner of Issuer ("Roen Ventures"). Mai Dun and Mercia are the sole members of Roen Ventures. Mr. Mackay is the sole manager of Roen Ventures, and may be deemed to possess sole voting and investment control over the securities held by Roen Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F3]On May 3, 2014, Mercia transferred and assigned 1,000,000 shares of the Issuer's common stock to Mackay Ventures, its parent company. No consideration was paid for the transfer of the shares as the transfer was made between wholly owned, related entities, both wholly owned by Mr. Mackay.
- [F4]On May 3, 2014, Mercia transferred and assigned 1,861,759 shares of the Issuer's common stock to Mai Dun. No consideration was paid for the transfer of the shares as the transfer was made between wholly owned, related entities, both wholly owned by Mr. Mackay.
- [F5]The securities are owned solely by Mai Dun, who is a member of a "group" with Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member of Mai Dun, and may be deemed to possess sole voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions, Mercia does not own any securities of the Issuer directly.
- [F6]As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on July 31, 2013, on July 25, 2013, the disinterested members of the Issuer's Board of Directors (the "Board") approved an amendment to the convertible Promissory Note (the "Note") to provide for an increase in the amount of loans to be provided in the future in an amount of up to $6,000,000 and the ability of Roen Ventures to convert, in its sole discretion, the outstanding balance under the Note into shares of common stock of the Issuer at a conversion price to be determined. As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on November 13, 2013, the conversion price was set by the Board on November 7, 2013.
Documents
Issuer
CannaVEST Corp.
CIK 0001510964
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001510964
Filing Metadata
- Form type
- 4
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 7:09 PM ET
- Size
- 22.3 KB