4//SEC Filing
KLUG G DARCY 4
Accession 0001179110-19-009430
CIK 0001353406other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 3:13 PM ET
Size
17.9 KB
Accession
0001179110-19-009430
Insider Transaction Report
Form 4
KLUG G DARCY
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-06-20−113,700,000→ 626,144 total(indirect: By LLC) - Award
Series B Preferred Stock
2015-12-30$1000.00/sh+1,000$1,000,000→ 1,000 total(indirect: By LLC)Exercise: $0.01→ Common Stock - Award
Series A Preferred Stock
2019-06-20$1184.29/sh+1,277$1,512,338→ 1,492 total(indirect: By LLC)Exercise: $0.01→ Common Stock - Award
Warrant (right to buy)
2019-06-20+113,508,450→ 113,508,450 total(indirect: By LLC)Exercise: $0.01From: 2019-06-20Exp: 2029-06-20→ Common Stock (113,508,450 underlying)
Holdings
- 3,126,144(indirect: By Trust)
Common Stock
- 660,000
Common Stock
Beechwood Properties, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-06-20−113,700,000→ 626,144 total(indirect: By LLC) - Award
Series A Preferred Stock
2019-06-20$1184.29/sh+1,277$1,512,338→ 1,492 total(indirect: By LLC)Exercise: $0.01→ Common Stock - Award
Series B Preferred Stock
2015-12-30$1000.00/sh+1,000$1,000,000→ 1,000 total(indirect: By LLC)Exercise: $0.01→ Common Stock - Award
Warrant (right to buy)
2019-06-20+113,508,450→ 113,508,450 total(indirect: By LLC)Exercise: $0.01From: 2019-06-20Exp: 2029-06-20→ Common Stock (113,508,450 underlying)
Holdings
- 3,126,144(indirect: By Trust)
Common Stock
- 660,000
Common Stock
Footnotes (7)
- [F1]The Common shares indirectly owned by Mr. Klug are held as follows: 1,500,000 shares are held by relatives, and 1,000,000 shares are held in the reporting person's trust. 626,144 shares are held by Beechwood, which is a greater than ten percent owner of the issuer and a second reporting person on this report. (See footnote 4 below.)
- [F2]The Common shares were disposed of pursuant to a Stock Exchange Agreement with the Issuer, whereby the Reporting Person exchanged 113,700,000 shares of Common Stock for (a) 1,277 shares of Series A Preferred stock (the "Series A Preferred") valued, on June 30, 2019, at approximately $1,184 per share of Series A Preferred, and (b) warrants to acquire 113,508,450 shares of Common Stock at an exercise price of $0.005 per share.
- [F3]Each share of Series A Preferred of the Issuer has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Issuer has the option to pay dividends in cash or through an increase in the stated value. Each share of Series A Preferred is convertible into a number of the Issuer's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.001. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series B Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series B Preferred. The Series B Preferred were valued, on June 30, 2019, at approximately $1,183 per share.
- [F4]These shares are owned directly by Beechwood Properties, LLC, a Louisiana limited liability company ("Beechwood") and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
- [F5]The Series A Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series A Preferred Stock.
- [F6]The warrants are held directly by Beechwood, a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
- [F7]Each share of Series B Preferred stock (the "Series B Preferred") of the Company has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Each share of Series B Preferred is convertible into a number of the Company's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.01. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series B Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series B Preferred. The Series B Preferred were valued, on June 30, 2019, at approximately $1,183 per share.
Documents
Issuer
RedHawk Holdings Corp.
CIK 0001353406
Entity typeother
Related Parties
1- filerCIK 0001275019
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 3:13 PM ET
- Size
- 17.9 KB