DEJORIA JOHN PAUL 4

Accession 0001104659-23-065523

CIK 0001437283other

View on SEC.gov Company Profile

Filed

May 25, 8:00 PM ET

Accepted

May 26, 4:45 PM ET

Size

40.9 KB

Accession

0001104659-23-065523

Insider Transaction Report

Form 4

Period: 2014-06-20

REGO PAYMENT ARCHITECTURES, INC.RPMT

DEJORIA JOHN PAUL

10% Owner

Transactions

Purchase
Warrants
2016-04-29+10,000→ 10,000 total
Exercise: $0.90Exp: 2018-04-29→ Common Stock (10,000 underlying)
Purchase
Warrants
2016-06-09+10,000→ 10,000 total
Exercise: $0.90Exp: 2018-06-09→ Common Stock (10,000 underlying)
Purchase
4% Convertible Notes currently due 10/31/2023
2017-11-03$100000.00/sh+111,111$11,111,100,000→ 1,111 total(indirect: By Trust)
Exercise: $90.00→ Common Stock (111,111 underlying)
Gift
Common Stock
2014-06-20−5,000→ 17,148,412 total(indirect: By Trust)
Purchase
4% Convertible Notes currently due 10/31/2023
2017-11-03$500000.00/sh+555,556$277,778,000,000→ 5,556 total(indirect: By Trust)
Exercise: $90.00→ Common Stock (555,556 underlying)
Purchase
4% Convertible Notes currently due 10/31/2023
2018-08-10$102684.93/sh+114,094$11,715,734,403→ 1,141 total
Exercise: $90.00→ Common Stock (114,094 underlying)
Purchase
Stock Options
2020-09-11+100,000→ 100,000 total
Exercise: $0.90Exp: 2023-09-11→ Common Stock (100,000 underlying)
Purchase
Series B Cumulative Convertible Preferred Stock
2022-10-05$90.00/sh+75,556$6,800,040→ 75,556 total
Exercise: $0.90→ Common Stock (7,555,600 underlying)
Purchase
Series B Cumulative Convertible Preferred Stock
2023-05-19$90.00/sh+5,556$500,040→ 5,556 total(indirect: By Trust)
Exercise: $0.90→ Common Stock (555,556 underlying)
Purchase
Warrants
2018-03-06+20,540→ 20,540 total
Exercise: $0.90Exp: 2020-03-06→ Common Stock (20,540 underlying)
Purchase
Stock Options
2019-06-17+100,000→ 100,000 total
Exercise: $0.90Exp: 2021-06-17→ Common Stock (100,000 underlying)
Purchase
4% Convertible Notes currently due 10/31/2023
2020-08-07$50000.00/sh+55,556$2,777,800,000→ 556 total
Exercise: $90.00→ Common Stock (55,556 underlying)
Purchase
Series B Cumulative Convertible Preferred Stock
2023-05-19$90.00/sh+22,222$1,999,980→ 22,222 total(indirect: By Trust)
Exercise: $0.90→ Common Stock (2,222,222 underlying)

Footnotes (16)

[F1]This transaction represents a gift/charitable donation made on June 20, 2014, by the John Paul DeJoria Family Trust, a trust of which the Reporting Person is the settlor and trustee (the "Family Trust"). This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.
[F10]These stock options were granted to the Reporting Person for non-cash consideration having an indeterminant value.
[F11]These stock options are immediately exercisable and fully vested.
[F12]These stock options were granted to the Reporting Person as consideration for extending the maturity date of the 4% Convertible Notes he held to October 31, 2023.
[F13]Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.
[F14]Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date.
[F15]These shares are held directly by the Family Trust.
[F16]These shares are held directly by the JDP 2019 Gift Trust, a trust of which the Reporting Person is the settlor and trustee.
[F2]Consisting of (i) 10,005,555 shares Common Stock of the Issuer ("Common Stock") directly held by the Family Trust and (ii) 7,142,857 shares of Common Stock held directly by JP's Nevada Trust, a trust of which the Reporting Person is the settlor and distribution trustee.
[F3]These warrants were immediately exercisable and fully vested and have since expired.
[F4]These warrants were granted to the Reporting Person for non-cash consideration having an indeterminant value.
[F5]The 4% Convertible Notes currently due October 31, 2023 (the "4% Convertible Notes"), accrue interest at 4% per annum and are convertible by the holder thereof, at any time, into shares of the Issuer's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share, subject to certain anti-dilution adjustments. Currently, upon issuance, each share of Series C Preferred Stock would be convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.
[F6]Pursuant to the Certificate of Designation governing the Series C Preferred Stock, such Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series C Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series C Preferred Stock. The Series C Preferred Stock has no expiration date.
[F7]Represents the number of shares of Series C Preferred Stock into which such 4% Convertible Notes are convertible.
[F8]These 4% Convertible Notes are held directly by the Family Trust.
[F9]These stock options were immediately exercisable and fully vested and have since expired.

Documents

2 files

Issuer

REGO PAYMENT ARCHITECTURES, INC.

CIK 0001437283

→

Entity typeother

Related Parties

filerCIK 0000897610

Filing Metadata

Form type: 4
Filed: May 25, 8:00 PM ET
Accepted: May 26, 4:45 PM ET
Size: 40.9 KB

View on SEC.gov