3//SEC Filing
Beedie Investments Ltd 3
Accession 0001144204-19-008043
CIK 0001352952other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 3:38 PM ET
Size
20.5 KB
Accession
0001144204-19-008043
Insider Transaction Report
Form 3
Accelerize Inc.ACLZ
Beedie Investments Ltd
10% Owner
Holdings
Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-01-26Exp: 2024-01-25→ Common Stock (4,500,000 underlying)Common Stock Purchase Warrant - BC-02
Exercise: $0.35From: 2018-06-01Exp: 2024-01-25→ Common Stock (500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-06-14Exp: 2024-01-25→ Common Stock (100,000 underlying)Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-08-31Exp: 2024-01-25→ Common Stock (1,500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-09-01Exp: 2024-01-25→ Common Stock (835,000 underlying)
Beedie OYII Holdings Ltd.
10% Owner
Holdings
Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-01-26Exp: 2024-01-25→ Common Stock (4,500,000 underlying)Common Stock Purchase Warrant - BC-02
Exercise: $0.35From: 2018-06-01Exp: 2024-01-25→ Common Stock (500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-06-14Exp: 2024-01-25→ Common Stock (100,000 underlying)Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-08-31Exp: 2024-01-25→ Common Stock (1,500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-09-01Exp: 2024-01-25→ Common Stock (835,000 underlying)
Beedie Holdings Ltd.
10% Owner
Holdings
Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-01-26Exp: 2024-01-25→ Common Stock (4,500,000 underlying)Common Stock Purchase Warrant - BC-02
Exercise: $0.35From: 2018-06-01Exp: 2024-01-25→ Common Stock (500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-06-14Exp: 2024-01-25→ Common Stock (100,000 underlying)Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-08-31Exp: 2024-01-25→ Common Stock (1,500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-09-01Exp: 2024-01-25→ Common Stock (835,000 underlying)
Ryan Beedie Family Trust III
10% Owner
Holdings
Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-01-26Exp: 2024-01-25→ Common Stock (4,500,000 underlying)Common Stock Purchase Warrant - BC-02
Exercise: $0.35From: 2018-06-01Exp: 2024-01-25→ Common Stock (500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-06-14Exp: 2024-01-25→ Common Stock (100,000 underlying)Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-08-31Exp: 2024-01-25→ Common Stock (1,500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-09-01Exp: 2024-01-25→ Common Stock (835,000 underlying)
4358 Investments Ltd
10% Owner
Holdings
Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-01-26Exp: 2024-01-25→ Common Stock (4,500,000 underlying)Common Stock Purchase Warrant - BC-02
Exercise: $0.35From: 2018-06-01Exp: 2024-01-25→ Common Stock (500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-06-14Exp: 2024-01-25→ Common Stock (100,000 underlying)Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-08-31Exp: 2024-01-25→ Common Stock (1,500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-09-01Exp: 2024-01-25→ Common Stock (835,000 underlying)
Beedie Ryan
10% Owner
Holdings
Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-01-26Exp: 2024-01-25→ Common Stock (4,500,000 underlying)Common Stock Purchase Warrant - BC-02
Exercise: $0.35From: 2018-06-01Exp: 2024-01-25→ Common Stock (500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-06-14Exp: 2024-01-25→ Common Stock (100,000 underlying)Common Stock Purchase Warrant - BC-01
Exercise: $0.35From: 2018-08-31Exp: 2024-01-25→ Common Stock (1,500,000 underlying)Common Stock Purchase Warrant - BC-03
Exercise: $0.35From: 2018-09-01Exp: 2024-01-25→ Common Stock (835,000 underlying)
Footnotes (4)
- [F1]Beedie Investments Limited ("BIL") directly owns warrants to acquire 7,435,000 shares of Common Stock of the Issuer. This Form 3 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information. See Continuation of Form 3 on page 3.
- [F2]The Reporting Persons, through BIL's direct beneficial ownership, beneficially own warrants to purchase Common Stock in the Issuer at an exercise price of $0.35 per share ("Warrants"), which currently represent the right to purchase within sixty days 7,435,000 shares of Common Stock. On January 25, 2018, the Issuer entered into a non-revolving term credit agreement (the "Credit Agreement") with BIL to borrow up to a maximum of $7,000,000. In connection with the Credit Agreement, the Issuer issued Warrants to BIL whereby for every dollar borrowed and outstanding by Issuer from BIL, BIL would be entitled to purchase one share of Common Stock at an exercise price of $0.35 per share, up to 7,000,000 shares. Concurrent with the execution of the Credit Agreement, Issuer borrowed $4,500,000 and therefore BIL was entitled to Warrants for up to 4,500,000 shares as of January 26, 2018.
- [F3]On May 31, 2018, the Issuer and BIL entered into the First Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 100,000 Warrants that were not tied to borrowing amount. On June 13, 2018, the Issuer and BIL entered into the Second Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 500,000 Warrants that were not tied to borrowing amount.
- [F4]On August 31, 2018, the Issuer and BIL entered into the Third Amendment to the Credit Agreement, whereby the Issuer borrowed an additional $1,500,000 under the Credit Agreement, which resulted in an BIL being entitled to 1,500,000 additional Warrants in connection with the additional borrowing, and, in partial consideration for entering into the foregoing amendment, Issuer issued to BIL an additional 835,000 Warrants. In addition, up to 1,000,000 additional shares of Common Stock under the Warrants will be issued and exercisable on a pro rata basis to additional amounts borrowed if and when advanced under the Credit Agreement. The Warrants are exercisable for cash until January 25, 2024. The Warrants will be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL. The funding for the Credit Agreement came from the working capital of BIL. None of the Warrants have been exercised as of the date hereof.
Documents
Issuer
Accelerize Inc.
CIK 0001352952
Entity typeother
IncorporatedBritish Columbia, Canada
Related Parties
1- filerCIK 0001730358
Filing Metadata
- Form type
- 3
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 3:38 PM ET
- Size
- 20.5 KB