4//SEC Filing
KALLINS GEORGE J 4
Accession 0001144204-10-058058
CIK 0000822370other
Filed
Nov 7, 7:00 PM ET
Accepted
Nov 8, 6:23 AM ET
Size
21.5 KB
Accession
0001144204-10-058058
Insider Transaction Report
Form 4
KALLINS GEORGE J
Director
Transactions
- Disposition to Issuer
Secured Promissory Note
2010-11-03→ 0 total(indirect: See Footnote)Exercise: $0.50Exp: 2010-12-15→ Common Stock (1,024,500 underlying) - Award
Secured Promissory Note
2010-11-03→ 1,707,500 total(indirect: See Footnote)Exercise: $0.30Exp: 2011-11-03→ Common Stock (1,707,500 underlying) - Award
Common Stock Warrant
2010-11-03+416,666→ 928,916 total(indirect: See Footnote)Exercise: $0.30Exp: 2017-11-02→ Common Stock (416,666 underlying) - Disposition to Issuer
Common Stock Warrant
2010-11-03+150,000→ 0 total(indirect: See Footnote)Exercise: $0.56Exp: 2017-08-19→ Common Stock (150,000 underlying) - Award
Common Stock Warrant
2010-11-03+512,250→ 512,250 total(indirect: See Footnote)Exercise: $0.30Exp: 2017-11-02→ Common Stock (512,250 underlying) - Award
Secured Promissory Note
2010-11-03→ 2,540,833 total(indirect: See Footnote)Exercise: $0.30Exp: 2011-11-03→ Common Stock (833,333 underlying)
Footnotes (4)
- [F1]On November 3, 2010, the Issuer issued (i) four convertible promissory notes (each, an "Exchange Note") in the aggregate principal amount of $512,250 and (ii) four warrants (each, an "Exchange Warrant") to purchase an aggregate of 512,250 shares of the Issuer's common stock to the Deerwood Partners LLC and Deerwood Holdings LLC (collectively, the "Investors"), in exchange for the July Notes (including interest), August Notes (including interest) and August Warrants, with each Investor receiving two Exchange Notes in the aggregate principal amounts of $128,781 and $127,344 and two Exchange Warrants to purchase 128,781 and 127,344 shares of the Issuer's common stock, respectively. The July Notes had been issued by the Issuer to the Investors in the aggregate principal amount of $250,000 on July 5, 2010. The August Notes on the aggregate principal amount of $250,000 and related August Warrants to purchase (continued in footnote 2)
- [F2]an aggregate of 150,000 shares of the Issuer's common stock had been issued by the Issuer to the Investors on August 20, 2010. The Reporting Person is one of the managing members of each of Deerwood Partners LLC and Deerwood Holdings LLC. As such, the Reporting Person may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. On November 3, 2010, and in connection with the transactions described above, SAIL Venture Partners, LP ("SAIL"), the Investors and the Issuer entered into a Purchase Option Agreement pursuant to which SAIL has the option, which is exercisable at any time (continued in footnote 3)
- [F3]through March 31, 2011, to purchase any or all of the outstanding Exchange Notes from time to time from the Investors at a price equal to the aggregate principal amount plus accrued interest. As a result of interest accrual on the Exchange Notes through the time of their repayment or other redemption, the number of shares that the Exchange Notes are convertible into will increase over time.
- [F4]On November 3, 2010, the Issuer issued (i) a convertible promissory note (the "Purchased Notes") in the aggregate principal amount of $250,000 and (ii) a warrant to purchase an aggregate of 416,666 shares of the Issuer's common stock to BGN Acquisition Ltd., LP ("BGN") in exchange for a payment of $250,000 in cash. The Reporting Person is general partner of BGN. As a result of interest accrual on the Purchased Notes through the time of their repayment or other redemption, the number of shares that the Purchased Notes are convertible into will increase over time.
Documents
Issuer
CNS RESPONSE, INC.
CIK 0000822370
Entity typeother
Related Parties
1- filerCIK 0001496132
Filing Metadata
- Form type
- 4
- Filed
- Nov 7, 7:00 PM ET
- Accepted
- Nov 8, 6:23 AM ET
- Size
- 21.5 KB