Home/Filings/4/0001209191-10-049901

4//SEC Filing

TAYLOR LESTER E JR 4

Accession 0001209191-10-049901

CIK 0000920317other

View on SEC.gov Company Profile

Filed

Oct 11, 8:00 PM ET

Accepted

Oct 12, 6:17 AM ET

Size

43.3 KB

Accession

0001209191-10-049901

Insider Transaction Report

Form 4

Period: 2008-05-28

US DRY CLEANING CORPUDRY

TAYLOR LESTER E JR

10% Owner

Transactions

Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)

TAYLOR DIANE M

10% Owner

Transactions

Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)

TAYLOR FAMILY TRUST

10% Owner

Transactions

Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)

Park Place Services

10% Owner

Transactions

Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)

SETAL 1 LLC

10% Owner

Transactions

Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)

SETAL 2 LLC

10% Owner

Transactions

Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)

SETAL 4 LLC

10% Owner

Transactions

Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)

SETAL 5 LLC

10% Owner

Transactions

Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)

Setal 6, LLC

10% Owner

Transactions

Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)

SETAL 3 LLC

10% Owner

Transactions

Purchase
Common Stock
2008-03-20$0.75/sh+6,250$4,688→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-02$0.71/sh+10,000$7,100→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-03-19$0.77/sh+19,500$14,937→ 13,310,821 total(indirect: By Park Place)
Purchase
Common Stock
2008-04-22$0.65/sh+28,900$18,785→ 13,310,821 total(indirect: By Park Place)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,298,719 underlying)
Other
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28→ Common Stock (2,994,250 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28Exp: 2010-10-12→ Common Stock (500,000 underlying)
Other
Warrants
2008-05-28+500,000→ 13,310,821 total(indirect: By Setal 2)
Exercise: $0.75From: 2008-05-28Exp: 2011-03-12→ Common Stock (500,000 underlying)
Other
Warrants
2008-05-28+833,333→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28Exp: 2013-05-13→ Common Stock (833,333 underlying)
Purchase
Common Stock
2008-04-01$0.73/sh+40,000$29,280→ 13,310,821 total(indirect: By Park Place)
Purchase
Convertible Promissory Note
2008-05-28→ 13,310,821 total(indirect: By Setal 3)
Exercise: $0.75From: 2008-05-28→ Common Stock (4,222,750 underlying)
Other
Convertible Equipment Lease
2008-05-28→ 13,310,821 total(indirect: By Setal 1)
Exercise: $0.75From: 2008-05-28→ Common Stock (1,088,120 underlying)

Footnotes (13)

[F1]Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
[F10]Price of derivative equal to monies loaned pursuant to the convertible note.
[F11]The Warrants issued to Setal 3 are in connection with the $3,175,000 loan to Issuer by Setal 3.
[F12]Price of derivative equal to the value of the property subject to the lease.
[F13]N/A
[F2]As the general partners of Park Place Services ("Park Place") Lester Taylor ("Lester") and Clyde Wilson are deemed to beneficially own the securities beneficially owned by Park Place.
[F3]As the sole manager of Setal 1, LLC ("Setal 1"), Setal 2, LLC ("Setal 2"), Setal 3, LLC ("Setal 3"), Setal 4, LLC ("Setal 4"), Setal 5, LLC ("Setal 5") and Setal 6, LLC ("Setal 6") (collectively, the "Setals"), Lester is deemed to beneficially own the securities beneficially owned by the Setals.
[F4]The convertible note was issued to Setal 1 on February 12, 2008. On May 28, 2008, the conversion price on the note was amended from $2.50 per share to $0.75 per share.
[F5]5 The convertible note was issued to Setal 2 on March 12, 2008. On May 28, 2008, the conversion price on the note was amended from $2.50 per share to $0.75 per share.
[F6]The Warrants were issued to Setal 1 on February 12, 2008. On May 28, 2008, the exercise price was amended to reflect the $0.75 exercise price.
[F7]7 The Warrants were issued to Setal 2 on March 12, 2008. On May 28, 2008, the exercise price was amended to reflect the $0.75 exercise price.
[F8]The terms of the Convertible Equipment Lease between Setal 1 and Issuer, entered into on February 12, 2008, were amended to reflect a conversion rate of $0.75 per share.
[F9]Based on the outstanding balance of the convertible note eligible for conversion as of May 28, 2008.

Documents

1 file

4
c05859_4x0.xmlPrimary
MAIN DOCUMENT DESCRIPTION

Issuer

US DRY CLEANING CORP

CIK 0000920317

→

Entity typeother

Related Parties

filerCIK 0001455659

Filing Metadata

Form type: 4
Filed: Oct 11, 8:00 PM ET
Accepted: Oct 12, 6:17 AM ET
Size: 43.3 KB

View on SEC.gov