4//SEC Filing
China New Energy Group CO 4
Accession 0001144204-10-068829
CIK 0001262159operating
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 11:01 AM ET
Size
36.1 KB
Accession
0001144204-10-068829
Insider Transaction Report
Form 4
SLS Holdings III, LLC
10% Owner
Transactions
- Other
Convertible Promissory Note
2010-12-28→ 0 totalFrom: 2011-01-31Exp: 2011-01-31→ Series C Convertible Preferred Stock (1.67 underlying) - Other
Convertible Promissory Note
2010-12-28→ 1.67 totalFrom: 2011-01-31Exp: 2011-01-31→ Series C Convertible Preferred Stock (1.67 underlying)
Holdings
- 1
Series D Convertible Preferred Stock
→ Common Stock - 62,314,766.385
Series C Convertible Preferred Stock
→ Common Stock (62,314,766.385 underlying)
Footnotes (11)
- [F1]In the event the Issuer repays the original principal amount in full by January 31, 2011, the holder of the Convertible Promissory Note will be issued 1.67 shares of the Issuer's Series C Convertible Preferred Stock. In the event the Issuer does not repay the original principal amount in full by January 31, 2011, the Convertible Promissory Note will automatically convert into 3.75 shares of Series C Convertible Preferred Stock.
- [F10]Shares directly held by SLS Holdings III, LLC.
- [F11]Shares directly held by SLS Holdings VII, LLC
- [F2]The Issuer's Series C Convertible Preferred Stock currently converts on a 1-for-5,647,011 basis.
- [F3]On December 28, 2010, SLS Holdings III, LLC and SLS Holdings VII entered into an Assignment and Assumption Agreement (the "Agreement"). Pursuant to the Agreement, SLS Holdings VII, LLC received the Convertible Note issued by the Issuer to SLS Holdings III, LLC on September 14, 2010 (the "Note") and agreed to all rights, interests and obligations associated therewith and with the Note Purchase Agreement dated September 14, 2010 (the "Note Purchase Agreement"); and SLS Holdings III, LLC transferred the Note and all rights, interests and obligations associated with the Note and the Note Purchase Agreement to SLS Holdings VII, LLC.
- [F4]The Convertible Promissory Note was originally due on October 15, 2010, but has since been extended to January 31, 2011.
- [F5]The Series C Convertible Preferred Stock automatically converts into Common Stock upon the earlier of: (i) 5/31/11 or (ii) Issuer's acquisition of at least 70% of equity interests in Beijing Century Dadi Gas Engineering Co., Ltd.
- [F6]Immediately.
- [F7]The number of shares of the Issuer's Common Stock issuable upon conversion of each share of Series D Convertible Preferred Stock is equal to: (219,605,986*(.72/.28) - A - B)/4, whereby A is equal to the number of shares of Common Stock into which the Series C Convertible Preferred Stock may be converted on the date the Series C Convertible Preferred Stock is issued (the "Issuance Date") plus any shares of Common Stock into which shares of Series C Convertible Preferred Stock which may be converted upon conversion of any convertible promissory notes convertible into such stock outstanding on the Issuance Date, and (cont'd in footnote #8)
- [F8](cont'd from footnote #7) whereby B is equal to the number of shares of Common Stock, plus the number of shares of Common Stock into which any convertible preferred stock, debt or other convertible securities are convertible, issued to new investors between October 1, 2010 and April 30, 2011, which result in gross proceeds to the Issuer which do not exceed $54,500,000.
- [F9]The one share of Series D Convertible Preferred Stock held by SLS Holdings III, LLC automatically converts into Common Stock immediately after the conversion of all Series C Convertible Preferred Stock and upon the latest to occur of: (i) May 31, 2011 or (ii) the date upon which the Company's completes the acquisition of at least 70% of the equity interests in Beijing Century Dadi Gas Engineering Co., Ltd.
Documents
Issuer
China New Energy Group CO
CIK 0001262159
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001262159
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 11:01 AM ET
- Size
- 36.1 KB