4//SEC Filing
Green Energy Management Services Holdings, Inc. 4
Accession 0001213900-15-001962
CIK 0001164552operating
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 8:26 PM ET
Size
14.9 KB
Accession
0001213900-15-001962
Insider Transaction Report
Form 4
Thomson Robert B
Director10% Owner
Transactions
- Other
Warrants (right to buy)
2015-03-03−2,000,000→ 0 total(indirect: By LLC)Exercise: $0.01From: 2012-12-31Exp: 2015-12-31→ Common Stock (1,723,757 underlying) - Award
Common Stock
2015-03-04+1,000,000→ 2,676,800 total - Exercise/Conversion
Common Stock
2015-03-03$0.01/sh+1,248,292$12,483→ 1,676,800 total - Exercise/Conversion
Warrants (right to buy)
2015-03-03$0.01/sh−1,448,339$14,483→ 2,000,000 total(indirect: By LLC)Exercise: $0.01From: 2012-12-31Exp: 2015-12-31→ Common Stock (1,248,292 underlying)
Holdings
- 18,790,174(indirect: By LLC)
Common Stock
Footnotes (5)
- [F1]On March 3, 2015, Water Tech World Wide, LLC ("Water Tech") exercised a portion of its Second Warrant (as defined herein), issued by the Issuer on December 31, 2012, by exercising 1,448,339 warrants of the Second Warrant via cashless exercise, at an exercise price of $0.01 per share, into 1,248,292 shares of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The "Second Warrant" entitled Water Tech to purchase such number of shares of Common Stock that would equal to 5% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant. Also see Footnotes Nos. 2 and 5 for additional information.
- [F2]On March 3, 2015, Water Tech also assigned 2,000,000 warrants of its Second Warrant to the son of the Reporting Person. The Reporting Person is the Issuer's current Interim CEO, Acting CFO, Chairman of the Board and sole director. Also see Footnotes Nos. 2 and 5 for additional information.
- [F3]On March 3, 2015, the Issuer's Board of Directors awarded 1,000,000 shares of Common Stock under the issuer's 2015 Equity Incentive Plan to Dr. Thomson in consideration of his services as Chairman and director in 2014, as well as in consideration of Dr. Thomson providing to the Issuer as of February 2015 debt financing in the aggregate outstanding amount of approximately $310,000. The shares vested immediately upon issuance.
- [F4]Represents 18,790,174 shares of Common Stock which Water Tech acquired on June 18, 2013 by exercising the First Warrant (as defined herein) issued by the Issuer on December 31, 2012. The "First Warrant" entitled Water Tech to purchase such number of shares of Common Stock that would equal to 30% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant.
- [F5]Water Tech owns the reported securities directly. The Reporting Person is the managing member of Water Tech and has the sole voting and dispositive power over the shares of Common Stock underlying the Warrants. Accordingly, the Reporting Person may be deemed to have an indirect beneficial ownership interest in the reported securities as the managing member of Water Tech. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Also, see Form 3 and Schedule 13D filed by Water Tech with the United States Securities and Exchange Commission on or about February 26, 2013.
Documents
Issuer
Green Energy Management Services Holdings, Inc.
CIK 0001164552
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001164552
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 8:26 PM ET
- Size
- 14.9 KB