4//SEC Filing
KEIPER WILLIAM 4
Accession 0001140361-11-021986
CIK 0000727634other
Filed
Apr 12, 8:00 PM ET
Accepted
Apr 13, 6:23 PM ET
Size
10.8 KB
Accession
0001140361-11-021986
Insider Transaction Report
Form 4
KEIPER WILLIAM
Other
Transactions
- Purchase
Series C Participating Convertible Preferred Stock
2011-03-06$1.00/sh+97,500$97,500→ 97,500 total(indirect: See Footnote)Exercise: $0.02→ Common Stock (4,333,333 underlying) - Other
Warrant (Right to buy)
2011-03-06$0.02/sh+4,333,333$97,500→ 4,333,333 total(indirect: See Footnote)Exercise: $0.02From: 2011-03-06Exp: 2014-03-06→ Common Stock (4,333,333 underlying)
Footnotes (5)
- [F1]Each share of Series C Participating Convertible Preferred Stock of Communication Intelligence Corp. (the "Issuer"), par value $0.01 per share (the "Series C Preferred Stock"), is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events.
- [F2]Each share of Series C Preferred Stock shall automatically convert into shares of Common Stock at the then applicable conversion rate upon the written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock.
- [F3]On December 7, 2011, the Issuer entered into an Advisory Agreement (the "Agreement") with First Global Partners LLC ("FirstGlobal Partners"). Mr. Keiper is the managing member of FirstGlobal Partners. Under the terms of the Advisory Agreement, the Issuer is obligated to issue to FirstGlobal Partners (1) an aggregate of 7,500 shares of Series C Preferred Stock for each week of advisory services provided under the terms of the Agreement, and (2) warrants to purchase a number of shares of the Issuer's Common Stock equal to the total number of shares of Series C Preferred Stock issued to FirstGlobal Partners divided by 0.0225, at an exercise price of $0.0225 per share. On March 6, 2011, the Issuer issued to FirstGlobal Partners (1) an aggregate of 97,500 shares of Series C Preferred Stock for the first 13 weeks of advisory services provided by FirstGlobal Partners, and (2) warrants to purchase 4,333,333 shares of Common Stock.
- [F4]The Series C Preferred Stock issued to FirstGlobal Partners pursuant to the terms of the Agreement is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events. On March 6, 2011, FirstGlobal Partners was issued 97,500 shares of Series C Preferred Stock, which shares of Series C Preferred Stock are initially convertible into 4,333,333 shares of Common Stock, and was issued warrants to purchase 4,333,333 shares of Common Stock.
- [F5]The securities acquired by FirstGlobal Partners and may be deemed to be indirectly beneficially owned by Mr. Keiper, the managing member of FirstGlobal Partners. This filing shall not be deemed as an admission by Mr. Keiper that Mr. Keiper is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Mr. Keiper disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest, if any, therein.
Documents
Issuer
COMMUNICATION INTELLIGENCE CORP
CIK 0000727634
Entity typeother
Related Parties
1- filerCIK 0001204410
Filing Metadata
- Form type
- 4
- Filed
- Apr 12, 8:00 PM ET
- Accepted
- Apr 13, 6:23 PM ET
- Size
- 10.8 KB