4//SEC Filing
KEIPER WILLIAM 4
Accession 0001140361-11-051891
CIK 0000727634other
Filed
Nov 3, 8:00 PM ET
Accepted
Nov 4, 4:53 PM ET
Size
13.1 KB
Accession
0001140361-11-051891
Insider Transaction Report
Form 4
KEIPER WILLIAM
Other
Transactions
- Other
Warrant (Right to buy)
2011-08-11$0.02/sh+4,333,333$97,500→ 4,333,333 total(indirect: See Footnote)Exercise: $0.02From: 2011-08-11Exp: 2014-08-11→ Common Stock (4,333,333 underlying) - Purchase
Seriec C Participating Convertible Preferred Stock
2011-08-11$1.00/sh+97,500$97,500→ 97,500 total(indirect: See Footnote)Exercise: $0.02→ Common Stock (4,333,333 underlying) - Award
Stock Options
2011-08-11$0.03/sh+8,000,000$200,000→ 8,000,000 total(indirect: See Footnote)Exercise: $0.03Exp: 2014-08-11→ Common Stock (8,000,000 underlying)
Footnotes (7)
- [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 March 7, 2011, the Issuer entered into Amendment No. 1 to the Advisory Agreement (the "Agreement") dated December 7, 2010 between the issuer and FirstGlobal Partners LLC ("FirstGlobal"). Mr. Keiper is the managing member of FirstGlobal. Under the terms of Amendment No. 1, 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 Amendment No. 1, 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 August 11, 2011, the Issuer issued to FirstGlobal Partners (1) an aggregate of 97,500 shares of Series C Preferred Stock for 13 weeks of advisory services provided by FirstGlobal Partners under Amendment No. 1, 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 Amendment No. 1 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 August 11, 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 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.
- [F6]Stock Option Grant.
- [F7]Stock options vest monthly over 24 months.
Documents
Issuer
COMMUNICATION INTELLIGENCE CORP
CIK 0000727634
Entity typeother
Related Parties
1- filerCIK 0001204410
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 8:00 PM ET
- Accepted
- Nov 4, 4:53 PM ET
- Size
- 13.1 KB