Panther James B II 5

Accession 0001078782-13-000497

CIK 0001419577other

View on SEC.gov Company Profile

Filed

Mar 18, 8:00 PM ET

Accepted

Mar 19, 4:55 PM ET

Size

43.4 KB

Accession

0001078782-13-000497

Insider Transaction Report

Form 5

Period: 2011-12-31

BLACKBOX SEMICONDUCTOR, INC.VTDI

Panther James B II

10% Owner

Transactions

Purchase
Warrants (NFM)
2011-03-15+3,000,000→ 0 total(indirect: See footnotes 1,2 and 7.)
Exercise: $0.07From: 2011-03-15Exp: 2014-03-12→ Common Stock (3,000,000 underlying)
Sale
5% Secured Note (Assigned By NFM)
2011-08-30$3000.00/sh→ 0 total(indirect: See footnotes 1,2 and 10.)
Exercise: $0.00From: 2010-04-01Exp: 2011-03-31→ Common Stock (15,173,333 underlying)
Will/Inheritance
5% Secured Note (Assigned By NFM)
2011-12-31→ 0 total(indirect: See footnotes 1,2 and 4)
Exercise: $0.00From: 2010-04-01Exp: 2011-03-31→ Common Stock (6,784,444 underlying)
Will/Inheritance
Warrants (Net ownership by Reporting Persons)
2011-12-31+707,340→ 707,340 total(indirect: See footnotes 1,2,4 and 6.)
Exercise: $0.07From: 2010-04-01Exp: 2014-03-12→ Common Stock (707,340 underlying)
Will/Inheritance
Common Stock (Noctua Fund, L.P.)
2011-12-01−1,708,060→ 0 total(indirect: See footnote 1,2 and 5.)
Purchase
2% Unsecured Convertible Note (NFM)
2011-03-15$275000.00/sh→ 0 total(indirect: See footnotes 1,2 and 7.)
Exercise: $0.02From: 2011-03-15Exp: 2012-03-14→ Common Stock (15,942,028 underlying)
Sale
2% Unsecured Convertible Note (Assigned By NFM)
2011-12-31$68000.00/sh→ 0 total(indirect: See footnotes 1,2 and 11)
Exercise: $0.02From: 2011-03-15Exp: 2012-03-15→ Common Stock
Other
5% Secured Note (NFM)
2011-01-31$45881.00/sh→ 0 total(indirect: See footnotes 1,2 and 8.)
Exercise: $0.00From: 2010-04-01Exp: 2011-03-31→ Common Stock (101,957,778 underlying)
Sale
2% Unsecured Convertible Note (Assigned By NFM)
2011-06-15$150000.00/sh→ 0 total(indirect: See footnotes 1,2 and 9.)
Exercise: $0.02From: 2011-03-15Exp: 2012-03-14→ Common Stock (12,115,942 underlying)
Sale
Warrants (Assigned By NFM)
2012-06-15−2,292,660→ 0 total(indirect: See footnotes 1,2 and 9.)
Exercise: $0.07From: 2010-04-01Exp: 2014-03-12→ Common Stock (2,292,660 underlying)
Conversion
5% Secured Note (By NFM)
2011-03-21→ 0 total(indirect: See footnotes 1,2 and 3.)
Exercise: $0.00From: 2010-04-01Exp: 2011-03-31→ Common Stock (80,000,000 underlying)
Conversion
Common Stock (NFM)
2011-03-21$0.00/sh+80,000,000$32,000→ 0 total(indirect: See footnote 1,2 &3.)
Will/Inheritance
Common Stock (NFM)
2011-12-01−80,000,000→ 0 total(indirect: See footnotes 1,2,3,4 &5.)
Will/InheritanceSwap
Common Stock
2011-12-31+81,708,060→ 81,708,060 total(indirect: See footnotes 2 through 6.)
Will/Inheritance
Warrants (By NFM)
2011-12-31−707,340→ 0 total(indirect: See footnotes 1,2 and 4)
Exercise: $0.07From: 2010-04-01Exp: 2014-03-12→ Common Stock (707,340 underlying)
Will/Inheritance
5% Secured Note (Net ownership by Reporting Persons)
2011-12-31$3053.00/sh(indirect: See footnotes 1,2,4 and 6.)
Exercise: $0.00From: 2010-04-01Exp: 2011-03-31→ Common Stock (6,784,444 underlying)

Footnotes (11)

[F1]Indicates ownership by Noctua Fund Manager, LLC ("NFM"), a control person and general partner of Noctua Fund, L.P. ("Noctua Fund") during the period of this Report. NFM was jointly controlled by Messers Mark L.Baum, Esq. ("Baum") on the one hand, and Devkom International, LLC Investment Series V ("Devkom") which is controlled by Mr. James Panther. Each of Messers Baum and Panther disclaim beneficial ownership of securities beneficially owned by the other during the period covered by this report.
[F10]Indicates sale and assignment by NFM of an additional $6,828 of principal and interest on the 5% Secured Note to an independent third party purchaser for aggregate consideration of $3,000. The note was convertible into 15,173,156 shares of common stock at the time of transfer. As of the end of the year approximately $3,053 of principal and interest were outstanding on this 5% Secured Note, which was beneficially jointly owned.
[F11]Indicates assignment by NFM of $68,000 remaining principal amount and interest of the 2% Unsecured Note to an unrelated third party.
[F2]This form does not include any shares of VTDI held by Shrink Nanotechnologies, Inc. ("Shrink"), with which, the reporting person was a control persons at certain time periods covered by this Report on Form 5 and, Reporting Person disclaims any beneficial ownership of any shares of the Company held by Shrink. NFM was dissolved on or about December 31 of 2011, resulting in control of the securities owned by it and indirect beneficial ownership inuring to the benefit of said Reporting Persons and Mr. Baum. Does not reflect ownership or transfer of non-convertible, preferred stock of the Company held by such persons.
[F3]Indicates conversion by NFM of $36,000 out of $45,881.00 principal amount of 5% Secured Note (See Footnote 8 below).
[F4]Indicates change in form of indirect beneficial ownership as result of dissolution of NFM on December 31, 2011, which resulted in de facto distribution of beneficial ownership by NFM to its control persons of all 80,000,000 shares and any notes or warrants owned by it (see Table II of this Form 5), on the date of dissolution. NFM's indirect control persons were Messers Mark L.Baum, Esq. and Devkom International, LLC Investment Series V an entity under the control of James Panther (see footnote 5 below).
[F5]Indicates change in form of indirect ownership as a result of assignment by Noctua Fund to its principals, Devkom and Baum of control over 1,708,060 shares of Common Stock.
[F6]As at December 31, 2011, Mr. Mark L. Baum, Esq. and Mr. James Panther were indirect equal control persons of all Common Stock and promissory notes previously owned by NFM and Noctua Fund and each disclaim beneficial ownership of the 50% of above enumerated shares and convertible notes owned by the other. As of December 31, 2011, such parties owned jointly, 81,708,060 shares of Common Stock (reported on final row of Table I of this Form 5) and, $3,053 principal amount of 5% Secured Notes (as hereinafter defined), and 707,340 warrants (as reported on the final two rows of Table II of this Form 5). Similarly, Reporting Person disclaim beneficial ownership of any shares held by Shrink, a separate publicly traded corporation with which Reporting Persons may have been affiliated at the times covered by this Report.
[F7]Indicates 2% Unsecured Convertible Note (the "2% Unsecured Note") and Warrants exercisable at $.075 (the "Warrants") issued to NFM, in March of 2011, in connection with preexisting debt owed to NFM stemming from the funding of operational expenses. At the time, NFM was jointly and indirectly controlled by Messers Baum and Panther (see Footnotes 1 and 5 above). The 2% Unsecured Note was acquired for face value and said individuals were not officers or directors at the time of acquisition or disposition. Said transaction was deemed exempt pursuant to, among other rules, Rule 16b-6.
[F8]Indicates 5% Secured Note in principal amount of $45,881 , which note was originally issued on April 1, 2010 for value in connection with pre-existing debt of an equal amount, and increased to $45,881.00 on January 31, 2011 to reflect an additional $7,000 investment and accrued interest.
[F9]Indicates the sale in a private transaction by NFM to Income Opportunity Capital, LLC , an unaffiliated third party, of $209,000 principal amount of 2% Unsecured Notes and 2,292,660 Warrants for total consideration of $150,000 (i.e. at a $64,000 loss).

Documents

1 file

5
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

BLACKBOX SEMICONDUCTOR, INC.

CIK 0001419577

→

Entity typeother

Related Parties

filerCIK 0001358114

Filing Metadata

Form type: 5
Filed: Mar 18, 8:00 PM ET
Accepted: Mar 19, 4:55 PM ET
Size: 43.4 KB

View on SEC.gov