4//SEC Filing
Natural Nutrition Inc. 4
Accession 0001144204-07-031314
$APCXCIK 0001070050operating
Filed
Jun 10, 8:00 PM ET
Accepted
Jun 11, 5:44 PM ET
Size
17.4 KB
Accession
0001144204-07-031314
Insider Transaction Report
Form 4
Natural Nutrition Inc.NNTN.OB
CONNOLLY JAN CARSON
10% Owner
Transactions
- Award
Common Stock
2007-05-01+3,541,667→ 59,276,567 total(indirect: N/A) - Sale
Series A Preferred Stock (convertible)
2007-06-07−60,735→ 0 total(indirect: By Spouse)→ Common Stock - Purchase
Series B Preferred Stock (convertible)
2007-06-07+10,720→ 10,720 total→ Common Stock - Purchase
Series B Preferred Stock (convertible)
2007-06-07+60,735→ 60,735 total(indirect: By Spouse)→ Common Stock - Sale
Series A Preferred Stock (convertible)
2007-06-07−10,720→ 0 total→ Common Stock
Footnotes (5)
- [F1]On May 1, 2007, Jan Carson Connolly indirectly acquired, upon the issuance to her spouse, Timothy J. Connolly, 3,541,667 shares of common stock of Natural Nutrition, Inc. (the "Company") as compensation in consideration for Mr. Connolly's services as an officer of the Company. Mr. Connolly does not expect to receive any further issuances of stock by the Company for compensation.
- [F2]Includes 47,373,300 shares issuable upon conversion of 60,735 shares of the Company's Series B preferred stock ("Series B Preferred") held by spouse, 8,361,600 shares issuable upon conversion of 10,720 shares of Series B Preferred held by Jan Carson Connolly and 3,541,667 shares issued to spouse as compensation as set forth in footnote (1) above.
- [F3]On May 31, 2007, the Company executed a securities purchase agreement (the "SPA") with Cornell Capital Partners, LP and on June 6, 2007, the Company filed a Current Report on Form 8-K (the "Current Report") disclosing the details and attaching the transaction documents relating to the financing. In connection therewith, Mr. Connolly executed a lockup agreement and in consideration therefore, the Company granted to Mr. Connolly (and to his spouse) super voting rights with respect to his shares of convertible preferred stock. In order to effect the grant, the Company issued to Mr. Connolly (and his spouse) shares of Series B Preferred with powers, designations, preferences and relative, participating, optional and other special rights identical to the Company's Series A preferred stock ("Series A Preferred"), except that the Series B Preferred contain super voting rights.
- [F4]Simultaneously upon the issuance to Mr. Connolly (and his spouse) of the Series A Preferred, Mr. Connolly (and his spouse) relinquished all of their shares of Series A Preferred. Each share of Series B Preferred is convertible into 780 shares of common stock, as evidenced by the beneficial ownership calculation set forth in footnote (2) above. The Company filed a Certificate of Designation for the Series B Preferred with the Secretary of State of the State of Nevada on June 6, 2007. A copy of the lockup agreement is attached to Exhibit 10.1 to the Current Report.
- [F5]/K
Documents
Issuer
Natural Nutrition Inc.
CIK 0001070050
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001070050
Filing Metadata
- Form type
- 4
- Filed
- Jun 10, 8:00 PM ET
- Accepted
- Jun 11, 5:44 PM ET
- Size
- 17.4 KB