4/A//SEC Filing
CV Sciences, Inc. 4/A
Accession 0001019687-16-005813
$CVSICIK 0001510964operating
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 7:16 PM ET
Size
24.7 KB
Accession
0001019687-16-005813
Insider Transaction Report
Form 4/AAmended
Roen Ventures LLC
Other
Transactions
- Award
Common Stock
2014-10-01+25,000→ 25,000 total - Award
Common Stock
2015-03-16+25,000→ 50,000 total - Other
Common Stock
2015-07-17$0.42/sh−7,575,836$3,179,578→ 2,424,164 total
Holdings
- 1,212,082(indirect: See footnote)
Common Stock
- 618,564
Common Stock
- 5,463,162
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 7,808,452(indirect: See footnote)
Common Stock
- 8,505,890(indirect: See footnote)
Common Stock
Mackay Bart P
Other
Transactions
- Award
Common Stock
2015-03-16+25,000→ 50,000 total - Other
Common Stock
2015-07-17$0.42/sh−7,575,836$3,179,578→ 2,424,164 total - Award
Common Stock
2014-10-01+25,000→ 25,000 total
Holdings
- 5,463,162
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 618,564
Common Stock
- 8,505,890(indirect: See footnote)
Common Stock
- 7,808,452(indirect: See footnote)
Common Stock
Mai Dun Ltd LLC
10% OwnerOther
Transactions
- Award
Common Stock
2014-10-01+25,000→ 25,000 total - Award
Common Stock
2015-03-16+25,000→ 50,000 total - Other
Common Stock
2015-07-17$0.42/sh−7,575,836$3,179,578→ 2,424,164 total
Holdings
- 5,463,162
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 618,564
Common Stock
- 7,808,452(indirect: See footnote)
Common Stock
- 8,505,890(indirect: See footnote)
Common Stock
Mercia Holdings LLC
Other
Transactions
- Other
Common Stock
2015-07-17$0.42/sh−7,575,836$3,179,578→ 2,424,164 total - Award
Common Stock
2014-10-01+25,000→ 25,000 total - Award
Common Stock
2015-03-16+25,000→ 50,000 total
Holdings
- 5,463,162
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 618,564
Common Stock
- 7,808,452(indirect: See footnote)
Common Stock
- 8,505,890(indirect: See footnote)
Common Stock
Mackay Ventures Inc.
Other
Transactions
- Award
Common Stock
2014-10-01+25,000→ 25,000 total - Award
Common Stock
2015-03-16+25,000→ 50,000 total - Other
Common Stock
2015-07-17$0.42/sh−7,575,836$3,179,578→ 2,424,164 total
Holdings
- 1,212,082(indirect: See footnote)
Common Stock
- 618,564
Common Stock
- 5,463,162
Common Stock
- 1,212,082(indirect: See footnote)
Common Stock
- 7,808,452(indirect: See footnote)
Common Stock
- 8,505,890(indirect: See footnote)
Common Stock
Footnotes (10)
- [F1]The shares were issued pursuant to that certain Stock Award Agreement, dated as of October 1, 2014, by and between Bart Mackay ("Mr. Mackay") and the Issuer under the Issuer's Amended and Restated 2013 Equity Incentive Plan. The consideration for the grant of the shares was service on the Issuer's Board of Directors by Mr. Mackay through October 1, 2014, valued at $70,500, as of October 1, 2014.
- [F10]Represents Mr. Mackay's ownership interest in the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures. Mai Dun and Mercia each own a 50% interest in Roen Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment control over the securities held by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F2]The shares were issued pursuant to that certain Stock Award Agreement, dated as of March 16, 2015, by and between Mr. Mackay and the Issuer under the Issuer's Amended and Restated 2013 Equity Incentive Plan. The consideration for the grant of the shares was service on the Issuer's Board of Directors by Mr. Mackay from November 26, 2013 through November 26, 2014, valued at $69,500, as of March 16, 2015.
- [F3]As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on July 20, 2015, on July 17, 2015, Roen Ventures LLC ("Roen Ventures") transferred and assigned 7,575,836 shares of the Issuer's common stock to James J. Mahoney and Cross & Company in satisfaction of certain defaulted debt obligations of Roen Ventures in the aggregate amount of $3,179,952.30. No consideration was paid for the transfer of the shares.
- [F4]The securities are directly owned by Roen Ventures, who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia"), Mackay Ventures LLC ("Mackay Ventures") and Mr. Mackay for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). 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. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F5]The securities are directly owned by Mai Dun, who is a member of a "group" with Roen Ventures, Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F6]Represents Mai Dun's 50% ownership interest in the securities held by Roen Ventures. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F7]Represents Mercia's 50% ownership interest in the securities held by Roen Ventures. Mercia does not own any securities of the Issuer directly. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mercia, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F8]The securities are directly owned by Mackay Ventures, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member and manager 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. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F9]Represents Mackay Ventures' 99% ownership interest in the securities held by each of Mai Dun and Mercia. Mr. Mackay is the sole member and manager 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. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
CV Sciences, Inc.
CIK 0001510964
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001510964
Filing Metadata
- Form type
- 4/A
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 7:16 PM ET
- Size
- 24.7 KB