4//SEC Filing
Lowe R Atticus 4
Accession 0001181431-11-021303
CIK 0001260996other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 4:11 PM ET
Size
16.3 KB
Accession
0001181431-11-021303
Insider Transaction Report
Form 4
Orfalea Paul J
10% Owner
Transactions
- Other
Common Stock
2011-03-22−8,047,394→ 12,994,823 total - Other
Series A Preferred Stock
2011-03-22$2.00/sh−14,025$28,050→ 0 totalExercise: $2.00From: 2008-06-08Exp: 2011-04-11→ Common Stock (7,012,500 underlying)
WEST COAST OPPORTUNITY FUND LLC
10% Owner
Transactions
- Other
Common Stock
2011-03-22−8,047,394→ 12,994,823 total - Other
Series A Preferred Stock
2011-03-22$2.00/sh−14,025$28,050→ 0 totalExercise: $2.00From: 2008-06-08Exp: 2011-04-11→ Common Stock (7,012,500 underlying)
WEST COAST ASSET MANAGEMENT INC
10% Owner
Transactions
- Other
Common Stock
2011-03-22−8,047,394→ 12,994,823 total - Other
Series A Preferred Stock
2011-03-22$2.00/sh−14,025$28,050→ 0 totalExercise: $2.00From: 2008-06-08Exp: 2011-04-11→ Common Stock (7,012,500 underlying)
Helfert Lance W
10% Owner
Transactions
- Other
Common Stock
2011-03-22−8,047,394→ 12,994,823 total - Other
Series A Preferred Stock
2011-03-22$2.00/sh−14,025$28,050→ 0 totalExercise: $2.00From: 2008-06-08Exp: 2011-04-11→ Common Stock (7,012,500 underlying)
Lowe R Atticus
10% Owner
Transactions
- Other
Series A Preferred Stock
2011-03-22$2.00/sh−14,025$28,050→ 0 totalExercise: $2.00From: 2008-06-08Exp: 2011-04-11→ Common Stock (7,012,500 underlying) - Other
Common Stock
2011-03-22−8,047,394→ 12,994,823 total
Footnotes (4)
- [F1]The reported securities were redeemed with by the issuer pursuant to a Securities Redemption Agreement (the "Redemption Agreement") with Reporting Person and Centaur Value Fund, LP (the "Stockholders") pursuant to which Issuer sold to the Stockholders all of the issued and outstanding membership interests (the "APSG Interests") in American Physical Security Group, LLC. In exchange for its share of the APSG Interests, Reporting Person (i) paid to the issuer $935,000 in cash and (ii) tendered to issuer all of its shares of Series A Preferred Stock, which had an aggregate redemption price of $15,427,500.
- [F2]Refers to 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer. The Reporting Person did not have the power to dispose or direct the disposition of those shares. As of May 22, 2009, West Coast Opportunity Fund, LLC, along with other Series A Holders of the Issuer entered into a Settlement Agreement, Waiver and Amendment ("Settlement Agreement") with American Defense Systems, Inc., ("ADSI"), pursuant to which ADSI agreed that if certain shares of its preferred stock were not redeemed on or before December 31, 2009, then ADSI would seek approval of its stockholders for certain amendments to its certificate of incorporation to reduce the conversion price of its
- [F3]preferred stock to $0.50 per share and to confer upon the holders of its preferred stock, voting as a separate class, the right to elect 2 members of ADSI's board of directors. In the Irrevocable Proxy and Voting Agreement ("Voting Agreement") with Anthony Piscitelli, Mr. Piscitelli agreed to vote his shares of ADSI voting securities in favor of those proposals. The Reporting Persons shared power with Mr. Piscitelli to vote or direct the vote of 8,047,394 shares held by Mr. Piscitelli, the CEO of Issuer. The Voting Agreement expired by its terms upon the closing of the redemption of all of the issued and outstanding shares of Series A Preferred Stock pursuant to the Redemption Agreeement referred to in footnote 1.
- [F4]West Coast Opportunity Fund, LLC (the "Fund") was issued the following dividends of common stock since the date of the last Form 4 filing: (i) 967,725 shares on April 12, 2010, (ii) 1,360,425 shares on July 14, 2010, (iii) 2,356,200 shares on November 12, 2010, and (iv) 2,216,500 shares on March 17, 2011. These dividends are exempt from Section 16 as they were pro rata distributions of shares to all holders of Series A shares and there was more than one holder. There is no duty to report these dividends.
Documents
Issuer
AMERICAN DEFENSE SYSTEMS INC
CIK 0001260996
Entity typeother
Related Parties
1- filerCIK 0001407604
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 4:11 PM ET
- Size
- 16.3 KB