3//SEC Filing
ENVIRONMENT ECOLOGY HOLDING CO OF CHINA 3
Accession 0001144204-09-025067
CIK 0001352419operating
Filed
May 7, 8:00 PM ET
Accepted
May 8, 4:34 PM ET
Size
9.6 KB
Accession
0001144204-09-025067
Insider Transaction Report
Form 3
Holdings
- 52,500,000
Common Stock
Senior Secured Convertible Redeemable Debenture
Exercise: $0.02From: 2008-06-30→ Common Stock (115,495,018 underlying)
TRAFALGAR CAPITAL SARL
10% Owner
Holdings
- 52,500,000
Common Stock
Senior Secured Convertible Redeemable Debenture
Exercise: $0.02From: 2008-06-30→ Common Stock (115,495,018 underlying)
Footnotes (6)
- [F1]Includes 50,000,000 shares of the Common Stock of Environment Ecology Holding Company of China (the "Issuer") originally deposited into escrow by the Issuer on behalf of Trafalgar Capital Specialized Investment Fund ("Trafalgar Capital") as collateral in connection with the sale of the Debenture (as defined below) to Trafalgar Capital. Excludes certain shares of the Common Stock of the Issuer potentially issuable as liquidated damages to Trafalgar Capital pursuant to the terms of the Registration Rights Agreement dated June 30, 2008 between the Issuer and Trafalgar Capital.
- [F2]The shares and the Debenture reported on this form are owned directly by Trafalgar Capital and indirectly by Trafalgar Capital, Sarl, which is the general partner of Trafalgar Capital. Trafalgar Capital, Sarl disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- [F3]Senior Secured Redeemable Debenture dated June 30, 2008, in the original principal amount of $2,500,000 (the "Debenture").
- [F4]The Debenture has no expiration date.
- [F5]On February 3, 2009, Trafalgar Capital delivered notice to the Issuer in accordance with the terms of the Debenture that the Issuer had breached a covenant in the Securities Purchase Agreement dated June 30, 2008 between the Issuer and Trafalgar Capital. As a result of the Issuer's failure to cure such breach pursuant to the terms of the Debenture, Trafalgar has the right to convert all amounts outstanding under the Debenture together with accrued interest thereon into shares of Common Stock of the Issuer. The number of shares indicated does not include shares issuable upon conversion of accrued interest.
- [F6]Generally, the conversion price per share of the Debenture is equal to: the lesser of (a) an amount equal to one hundred twenty-five percent (125%) of the Volume Weighted Average Price ("VWAP") as quoted by Bloomberg L.P. on June 30, 2008 or (b) an amount equal to eighty-five percent (85%) of the lowest daily closing VWAP as quoted by Bloomberg L.P. during the five (5) trading days immediately preceding the conversion date. On February 11, 2009, the conversion price of the Debenture was $0.02074.
Documents
Issuer
ENVIRONMENT ECOLOGY HOLDING CO OF CHINA
CIK 0001352419
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0001352419
Filing Metadata
- Form type
- 3
- Filed
- May 7, 8:00 PM ET
- Accepted
- May 8, 4:34 PM ET
- Size
- 9.6 KB