Heller Joseph Wendell III 4
4 · COUPON EXPRESS, INC. · Filed Jun 4, 2012
Insider Transaction Report
Form 4
Heller Joseph Wendell III
Director10% Owner
Transactions
- Purchase
Cumulative Convertible Senior Note
2012-05-31$400000.00/sh→ 70,000,000 total(indirect: See Footnote)From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying) - Purchase
Common Stock Warrants
2012-05-31+20,000,000→ 70,000,000 total(indirect: See Footnote)Exercise: $0.04From: 2012-05-31Exp: 2017-05-31→ Common Stock (20,000,000 underlying)
Holdings
- 833,000
Common Stock
Footnotes (5)
- [F1]These shares of Common Stock were granted to Joseph Heller as a result of his election as a Director of Coupon Express, Inc. (500,000 shares) and as Chairman of the Operations Committee of the Board of Directors (333,000 shares).
- [F2]The Reported securities are owned by NextLevel VIII, LLC ("NextLevel"). Joseph Heller ("Mr. Heller") and Anita Kaufman ("Ms. Kaufman") serve as the managers of NextLevel and may be deemed to beneficially own the securities held by NextLevel. The Anita Kaufman Family Partnership, LP ("AKFP") and the Anita Kaufman NextLevel VIII Trust FBO Joseph Heller ("AK Trust") each own 50% of the membership interests of NextLevel and may be deemed to beneficially own the securities held by NextLevel. AKFP-GP, LLC ("AKFP-GP") is the general partner of AKFP and Ms. Kaufman by virtue of her position as the managing member of AKFP-GP may be deemed to beneficially own the securities held by AKFP-GP and NextLevel. Mr. Heller as a beneficiary under the AK Trust may be deemed to beneficially own the securities of AK Trust.
- [F3]The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein and this report shall not be deemed an admission that such Reporting Person is the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F4]On May31, 2012, the Issuer and NextLevel entered into a Cumulative Convertible Senior Note and Warrant Purchase Agreement (the "Purchase Agreement") governing the issuance of up to $1,537,500 aggregate principal amount of Cumulative Convertible Senior Notes ("Senior Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, NextLevel purchased $400,000 of Senior Notes and Warrants.
- [F5]The Senior Notes, mature on May 31, 2013 (subject to a one-year extension at the option of the holders of a majority in principal amount of the Senior Notes), are convertible into shares of the Company's Series A Preferred Stock ("Preferred Stock") at a rate of one share of Preferred Stock for each $25,000 of Senior Notes. Each share of Preferred Stock is convertible into 1,250,000 shares of the Issuer's Common Stock, subject to certain adjustments. The Warrants are exercisable until May 31, 2017 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Company's Common Stock for each $25,000 of principal amount of Senior Notes.