5//SEC Filing
PIZARRO PEDRO R 5
Accession 0001181431-10-007190
CIK 0001352819other
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 11:08 AM ET
Size
15.9 KB
Accession
0001181431-10-007190
Insider Transaction Report
Form 5
ELANDIA INTERNATIONAL INC.ELAN.OB
PIZARRO PEDRO R
DirectorChairman, CEO and President
Transactions
- Purchase
Common Stock
2008-08-26$2.84/sh+1,500$4,260→ 19,500 total
Holdings
- 18,000
Common Stock
- 8,853(indirect: By: Pizarro Investment Holdings, LP)
Common Stock
- 3,122,000
Option to Purchase Common Stock
Exercise: $0.45From: 2008-03-10Exp: 2018-02-15→ Common Stock (3,122,000 underlying) - 78,000
Option to Purchase common Stock
Exercise: $0.45From: 2008-08-21Exp: 2018-07-21→ Common Stock (78,000 underlying) - 750,000(indirect: By Trust)
Common Stock
- 4,118,263(indirect: By Trust)
Series B Convertible Preferred Stock
- 12,364,377(indirect: By Trust)
Common Stock
- 1,000,000
Option to Purchase Common Stock
Exercise: $0.45From: 2010-06-04Exp: 2019-06-04→ Common Stock (1,000,000 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]On June 4, 2009, amendments to the Issuer's 2008 Executvie Inventive Plan and 2007 Stock Option and Incentive Plan were approved to permit the repricing of the stock options granted thereunder. Eligible stock options held by the reporting person have been repriced such that the exercise price of each option is the mean average of the high and low trading price of the Issuer's common stock on the OTC Bulletin Board on June 4, 2009, or $.45 per share.
- [F6]These Options were granted pursuant to a Non-Qualified Stock Option Agreement under the Issuer's 2008 Executive Incentive Plan; the options vest over a period of four years, 25% (250,000 shares) on June 4, 2010, and then 1/36 of the remaining grant (20,833 shares) on the first day of each month thereafter.
Documents
Issuer
ELANDIA INTERNATIONAL INC.
CIK 0001352819
Entity typeother
Related Parties
1- filerCIK 0001428078
Filing Metadata
- Form type
- 5
- Filed
- Feb 7, 7:00 PM ET
- Accepted
- Feb 8, 11:08 AM ET
- Size
- 15.9 KB