PIZARRO PEDRO R 4

4 · ELANDIA INTERNATIONAL INC. · Filed Apr 1, 2011

Insider Transaction Report

Form 4

Period: 2011-03-30

ELANDIA INTERNATIONAL INC.ELAN.OB

PIZARRO PEDRO R

DirectorChairman, CEO and President

Transactions

Other
Common Stock
2011-03-31$0.50/sh+1,120,000$560,000→ 1,139,500 total
Other
Option to Purchase Common Stock
2011-03-31$0.45/sh+4,200,000$1,890,000→ 4,200,000 total
Exercise: $0.45From: 2014-03-31Exp: 2021-03-31→ Common Stock (4,200,000 underlying)
Other
Common SDtock
2011-03-30−12,364,377→ 0 total(indirect: By Trust)
Other
Option to Purchase Common Stock
2011-03-31$0.45/sh−1,000,000$450,000→ 0 total
Exercise: $0.45From: 2010-06-04Exp: 2019-06-04→ Common Stock (1,000,000 underlying)
Other
Series B Convertible Preferred Stock
2011-03-30−4,118,263→ 0 total(indirect: By Trust)
Other
Option to Purchase Common Stock
2011-03-31$0.45/sh−3,122,000$1,404,900→ 0 total
Exercise: $0.45From: 2008-03-10Exp: 2018-02-15→ Common Stock (3,122,000 underlying)
Other
Option to Purchase common Stock
2011-03-31$0.45/sh−78,000$35,100→ 0 total
Exercise: $0.45From: 2008-08-21Exp: 2018-07-21→ Common Stock (78,000 underlying)

Holdings

Common Stock
(indirect: By: Pizarro Investment Holdings, LP)
8,853
Common Stock
(indirect: By Trust)
750,000

Footnotes (5)

[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. On March 30, 2011, the Issuer, Ralph S. Janvey as Receiver for the assets of SIBL, and Mr. Pizarro as Trustee, entered into an agreement to terminate the Voting Trust, thereby releaseing 12,364,377 shares of the Issuer's common stock to SIBL.
[F2]Pursuant to the Voting Trust, 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 (the "Series B Stock"). On March 30, 2011, the Issuer, Ralph S. Janvey as Receiver for the assets of SIBL, and Mr. Pizarro as Trustee, entered into an agreement to terminate the Voting Trust, thereby releasing the 4,118,263 shares of the Series B Stock.
[F3]These shares were awarded to Mr. Pizarro as compensation for his agreement to waive the change in control provision of his Employment Agreement with the Issuer, and cancellation of all of his prior vested stock options.
[F4]These options were granted pursuant to the Employment Agreement between the Issuer and Mr. Pizarro, dated March 31, 2011 ("Pizarro Employment Agreement"); 25% of the options will vest on the three-year anniversary of the grant date and 75% will vest equally, on a quarterly basis, over a 12-month period commencing on the three-year anniversary of the grant date, so long as the reporting person is continuously employed by the Issuer from the date of the Pizarro Employment Agreement until each respective vesting date.
[F5]Upon the granting of the options pursuant to the Pizarro Employment Agreement, these options were cancelled.

Documents

1 file

4
rrd307095.xmlPrimary
FORM 4