HYDROCARB ENERGY CORP 4/A
4/A · HYDROCARB ENERGY CORP · Filed Nov 25, 2015
Insider Transaction Report
Form 4/AAmended
WATTS KENT
Director10% Owner
Transactions
- Other
Common Stock
2015-06-10+800,000→ 3,470,088 total - Other
Convertible Subordinated Promissory
2015-06-10+1→ 1 totalExercise: $4.00From: 2015-06-10Exp: 2018-06-10→ Series B Preferred Stock (800,000 underlying) - Other
Common Stock
2015-07-14$0.57/sh+1,937,500$1,100,500→ 5,410,200 total - Other
Preferred Stock, Series A
2015-06-10−8,188→ 0 totalExercise: $2.00From: 2013-12-09→ Common Stock (1,637,600 underlying)
Footnotes (4)
- [F1]On June 10, 2015, Mr. Watts exchanged all rights he had to 8,188 shares of Series A 7% Convertible Voting Preferred Stock (which were required to have a face value of $3,275,200) and accrued and unpaid dividends thereunder, totaling, $327,879, into 32 units, each consisting of (a) 25,000 shares of the restricted common stock; and (b) $100,000 in face amount of Convertible Subordinated Promissory Notes ($3.2 million in aggregate, the "Note"). Subsequently, as disclosed and reported on the Form 4 filed by Mr. Watts on September 25, 2015 (and not accounted for herein), the parties agreed to reduce the number of units to 30.
- [F2]Among other terms, all principal and accrued interest on the Note was convertible at the option of the holder into common stock of the Registrant at $4 per share. Additionally, at such time as the Registrant filed a designation of Series B Convertible Preferred Stock with the Secretary of State of Nevada (which occurred on September 28, 2015), the Note, and any and all accrued and unpaid interest thereon, automatically converted into shares of Series B Convertible Preferred Stock of the Registrant at a conversion price of $1,000 per share. The terms of the Note and Series B Convertible Preferred Stock are described in greater detail in the Form 8-K filed by the Registrant with the SEC on June 19, 2015. The conversion of the Note into Series B Convertible Preferred Stock is discussed in a subsequent Form 4 filing.
- [F3]Pursuant to a settlement agreement entered into between Mr. Watts, Pasquale V. Scaturro, the Registrant's former Chief Executive Officer, and Mr. Watt's adult children, relating to certain disagreements which arose in connection with a private transaction not involving the Registrant, Mr. Scaturro agreed to transfer an aggregate of 2,237,500 shares of common stock to Mr. Watts of which 300,000 shares are due to Mr. Watts legal counsel pursuant to a contingent legal fee settlement, which shares have therefore not been included in Mr. Watt's ownership above.
- [F4]As part of the Stock Exchange Agreement whereby the Registrant acquired Hydrocarb Corporation, Mr. Watts received rights to 8,188 shares of Series A 7% Convertible Voting Preferred Stock which had a stated value of $400 per share and a conversion price of $2.00 per share. The conversion right did not expire.