4//SEC Filing
PIZARRO PEDRO R 4
Accession 0001181431-09-007641
CIK 0001352819other
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 2:33 PM ET
Size
13.0 KB
Accession
0001181431-09-007641
Insider Transaction Report
Form 4
ELANDIA INTERNATIONAL INC.ELAN.OB
PIZARRO PEDRO R
DirectorChairman, CEO and President
Transactions
- Other
Series B Convertible Preferred Stock
2009-02-06+4,118,263→ 4,118,263 total(indirect: By Trust) - Other
Common Stock
2009-02-06+12,364,377→ 12,364,377 total(indirect: By Trust)
Holdings
- 750,000(indirect: By Trust)
Common Stock
- 18,000
Common Stock
- 3,122,000
Option to Purchase Common Stock
Exercise: $3.07From: 2008-03-10Exp: 2018-02-15→ Common Stock (3,122,000 underlying) - 78,000
Option to Purchase common Stock
Exercise: $3.07From: 2008-08-21Exp: 2018-07-21→ Common Stock (78,000 underlying)
Footnotes (5)
- [F1]Pursuant to an Amendment to Executive Employment Agreement, dated February 6, 2009, by and between the reporting person and the Issuer, all contractual restrictions on the shares were terminated and all shares vested immediately.
- [F2]So long as the reporting person is continuously employed by the Issuer, the Options vest in 48 equal monthly installments of 65,042 each, commencing March 10, 2008.
- [F3]So long as the reporting person is continuously employed by the Issuer, the Options vest in 48 equal monthly installments of 1,625 each, commencing August 21, 2008.
- [F4]Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, Stanford International Bank Ltd. ("SIBL") and the Issuer, dated February 6, 2009, (the "Voting Trust") SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 12,364,377 shares of the Issuer's common stock, par value $.00001 per share, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the Voting Trust Agreement.
- [F5]Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, SIBL and the Issuer, dated February 6, 2009, SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 4,118,263 shares of the Issuer's Series B $6.75 Convertible Preferred Stock, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the Voting Trust Agreement. Every eight shares of the Series B Convertible Preferred Stock is initially convertible into seven shares of the Issuer's common stock.
Documents
Issuer
ELANDIA INTERNATIONAL INC.
CIK 0001352819
Entity typeother
Related Parties
1- filerCIK 0001428078
Filing Metadata
- Form type
- 4
- Filed
- Feb 9, 7:00 PM ET
- Accepted
- Feb 10, 2:33 PM ET
- Size
- 13.0 KB