Home/Filings/4/0001145443-12-000940

4//SEC Filing

Heller Joseph Wendell III 4

Accession 0001145443-12-000940

CIK 0000888702other

View on SEC.gov Company Profile

Filed

Aug 8, 8:00 PM ET

Accepted

Aug 9, 2:47 PM ET

Size

20.8 KB

Accession

0001145443-12-000940

Insider Transaction Report

Form 4

Period: 2012-08-07

COUPON EXPRESS, INC.CPXP

Heller Joseph Wendell III

Director10% Owner

Transactions

Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2011-10-24Exp: 2012-10-24→ Common Stock (50,000,000 underlying)
Conversion
Series A Preferred Stock
2012-08-07+56→ 56 total(indirect: See footnotes)
From: 2012-08-07→ Common Stock (70,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying)

NextLevel VIII, LLC

10% Owner

Transactions

Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2011-10-24Exp: 2012-10-24→ Common Stock (50,000,000 underlying)
Conversion
Series A Preferred Stock
2012-08-07+56→ 56 total(indirect: See footnotes)
From: 2012-08-07→ Common Stock (70,000,000 underlying)

Anita Kaufman Family Partnership

10% Owner

Transactions

Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying)
Conversion
Series A Preferred Stock
2012-08-07+56→ 56 total(indirect: See footnotes)
From: 2012-08-07→ Common Stock (70,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2011-10-24Exp: 2012-10-24→ Common Stock (50,000,000 underlying)

Anita Kaufman NextLevel VIII Trust F/B/O Joseph Heller

10% Owner

Transactions

Conversion
Series A Preferred Stock
2012-08-07+56→ 56 total(indirect: See footnotes)
From: 2012-08-07→ Common Stock (70,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2011-10-24Exp: 2012-10-24→ Common Stock (50,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying)

AKFP-GP, LLC

10% Owner

Transactions

Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2011-10-24Exp: 2012-10-24→ Common Stock (50,000,000 underlying)
Conversion
Series A Preferred Stock
2012-08-07+56→ 56 total(indirect: See footnotes)
From: 2012-08-07→ Common Stock (70,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying)

Kaufman Anita

10% Owner

Transactions

Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2011-10-24Exp: 2012-10-24→ Common Stock (50,000,000 underlying)
Conversion
Cumulative Convertible Senior Notes
2012-08-07→ 0 total(indirect: See footnotes)
From: 2012-05-31Exp: 2013-05-31→ Common Stock (20,000,000 underlying)
Conversion
Series A Preferred Stock
2012-08-07+56→ 56 total(indirect: See footnotes)
From: 2012-08-07→ Common Stock (70,000,000 underlying)

Footnotes (4)

[F1]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.
[F2]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.
[F3]On August 7, 2012, the Company converted $646,000 of the Company's 14% Convertible Subordinated Notes due June 23, 2011, pursuant to agreements with the respective noteholders. As a result of this conversion, all of the Company's outstanding Cumulative Convertible Senior Notes ("Senior Notes") converted automatically 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.
[F4]Each share of Preferred Stock is convertible at any time into 1,250,000 shares of the Issuer's Common Stock, subject to certain adjustments. The Preferred Stock has no expiration date.

Documents

1 file

4
e609943_ex.xmlPrimary

Issuer

COUPON EXPRESS, INC.

CIK 0000888702

→

Entity typeother

Related Parties

filerCIK 0001534183

Filing Metadata

Form type: 4
Filed: Aug 8, 8:00 PM ET
Accepted: Aug 9, 2:47 PM ET
Size: 20.8 KB

View on SEC.gov