4//SEC Filing
EIBENSTEINER RONALD E 4
Accession 0001213900-11-004761
CIK 0001487935other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 5:36 PM ET
Size
13.8 KB
Accession
0001213900-11-004761
Insider Transaction Report
Form 4
EIBENSTEINER RONALD E
10% OwnerOther
Transactions
- Award
Warrant
2011-08-22+94,066→ 94,066 total(indirect: By Wyncrest Capital, Inc.)Exercise: $4.25From: 2011-08-22Exp: 2013-08-22→ Common Stock (94,066 underlying) - Other
Common Stock
2011-08-22−405,859→ 94,141 total(indirect: By Wyncrest Capital, Inc.) - Award
Convertible Note
2011-08-22+500,000→ 211,713 total(indirect: By Wyncrest Capital, Inc.)Exercise: $4.25From: 2011-08-22→ Common Stock (117,647 underlying)
Wyncrest Capital, Inc.
10% Owner
Transactions
- Other
Common Stock
2011-08-22−405,859→ 94,141 total(indirect: By Wyncrest Capital, Inc.) - Award
Convertible Note
2011-08-22+500,000→ 211,713 total(indirect: By Wyncrest Capital, Inc.)Exercise: $4.25From: 2011-08-22→ Common Stock (117,647 underlying) - Award
Warrant
2011-08-22+94,066→ 94,066 total(indirect: By Wyncrest Capital, Inc.)Exercise: $4.25From: 2011-08-22Exp: 2013-08-22→ Common Stock (94,066 underlying)
Footnotes (4)
- [F1]On August 22, 2011, Wyncrest Capital, Inc. ("Wyncrest") cancelled an aggregate of 405,859 shares of common stock in connection with a Share Cancellation Agreement, dated August 22, 2011 (the "Cancellation Agreement"). The Cancellation Agreement was executed in connection with the terms and conditions of an Angreement and Plan of Share Exchange, dated August 22, 2011 (the "Share Exchange Agreement") between the Issuer and Top Yield Holding Limited ("Top Yield"), the holders of 100% of the issued and outstanding securities of Top Yield and those certain other signatories thereto.
- [F2]The securities reported herein are owned of record by Wyncrest. Mr. Eibensteiner is the President and CEO of Wyncrest and has sole voting and investment control over the securities of the Issuer owned of record by Wyncrest.
- [F3]In connection with the terms and conditions of the Share Exchange Agreement, the Issuer issued to Wyncrest, a warrant to purchase up to 75,313 shares of Common Stock of the Issuer exercisable at an exercise price of 4.25 per share. In addition, pursuant to the terms of a private placement offering of the Issuer, Wyncrest is the holder of a convertible promissory note (the "Note") in the aggregate principal amount of $100,000 and additional warrants to purchase up to 18,753 shares of common stock of the Issuer. The Note is due and payable on the earlier to occur of (i) February 22, 2013, or (ii) when declared due and payable by the Reporting Person upon the occurrence of an event of default as defined by the terms of the Note.
- [F4]The entire principal amount and interest on the Note is automatically convertible into shares of common stock of the Company upon the effective date of the listing of the Company's common stock on any of the Nasdaq stock markets, the NYSE, or the NYSE Amex at a conversion price of 4.25 per share (the "Conversion Price"). The holder of the Note may voluntarily elect to convert the entire principal amount and interest of the Note at any time prior to automatic conversion or the repayment in full of the entire principal amount and interest due on the Note. In addition, in connection with a private placement offering, the Issuer issued to Wyncrest, a convertible promissory note
Documents
Issuer
LEVIATHAN MINERALS GROUP INC.
CIK 0001487935
Entity typeother
Related Parties
1- filerCIK 0001062426
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 5:36 PM ET
- Size
- 13.8 KB