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Home/Filings/4/0001144204-12-066289
4//SEC Filing

Heller Joseph Wendell III 4

Accession 0001144204-12-066289

CIK 0000888702other
View on SEC.govCompany Profile

Filed

Dec 3, 7:00 PM ET

Accepted

Dec 4, 3:15 PM ET

Size

20.2 KB

Accession

0001144204-12-066289

Insider Transaction Report

Form 4
Period: 2012-11-30
COUPON EXPRESS, INC.CPXP
Kaufman Anita
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
Anita Kaufman Family Partnership
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
Heller Joseph Wendell III
Director10% Owner
Transactions
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
AKFP-GP, LLC
10% Owner
Transactions
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
Anita Kaufman NextLevel VIII Trust F/B/O Joseph Heller
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
NextLevel VIII, LLC
10% Owner
Transactions
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
Pecoraro Lawrence
10% Owner
Transactions
  • Purchase

    Common Stock Warrants (right to buy)

    2012-11-30+5,125,000→ 25,125,000 total(indirect: See Footnotes)
    Exercise: $0.04From: 2012-11-30Exp: 2017-05-31→ Common Stock (5,125,000 underlying)
  • Purchase

    Series A Preferred Stock

    2012-11-30+4.1→ 60.1 total(indirect: See Footnotes)
    From: 2012-11-30→ Common Stock (5,125,000 underlying)
Footnotes (5)
  • [F1]Each share of Preferred Stock is convertible at any time, without payment of additional consideration, into 1,250,000 shares of the Issuer's Common Stock, subject to certain adjustments.
  • [F2]The Preferred Stock has no expiration date.
  • [F3]On November 30, 2012, NextLevel VIII, LLC ("NextLevel"), in connection with the exercise of NextLevel's right of first refusal made pursuant to the Cumulative Convertible Senior Note and Warrant Purchase Agreement dated as of May 31, 2012, purchased 4.1 shares of Series A Preferred Stock and warrants to purchase 5,125,000 shares of Common Stock for an aggregate purchase price of $102,500 (or 4.1 units consisting of 1 share of Series A Preferred Stock and 1,250,000 warrants to purchase common stock at a per unit price of $25,000).
  • [F4]The reported securities are directly owned by NextLevel in NextLevel's name. All other Reporting Persons may be deemed to indirectly beneficially own the reported securities. Anita Kaufman and Joseph Heller are co-managers of NextLevel VIII, LLC, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. The Anita Kaufman Family Partnership LP and The Anita Kaufman Nextlevel VIII Trust FBO Joseph Heller are the two members of NextLevel VIII, LLC, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. AKFP-GP, LLC is the general partner of The Anita Kaufman Family Partnership LP, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities.
  • [F5]Joseph Heller and Lawrence Pecoraro are co-trustees of The Anita Kaufman Nextlevel VIII Trust FBO Joseph Heller, and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. Anita Kaufman is also the managing member of AKFP-GP, LLC and may be deemed to share the power to vote and direct the disposition of, and to beneficially own, the reported securities. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest in the securities.

Documents

1 file

Issuer

COUPON EXPRESS, INC.

CIK 0000888702

→
Entity typeother

Related Parties

1
  • filerCIK 0001534183

Filing Metadata

Form type
4
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 3:15 PM ET
Size
20.2 KB
View on SEC.gov