4//SEC Filing
BRIAZZ VENTURE LLC 4
Accession 0001227845-03-000001
CIK 0001045598other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 12:57 PM ET
Size
12.6 KB
Accession
0001227845-03-000001
Insider Transaction Report
Form 4
BRIAZZ INCbrzz
BRIAZZ VENTURE LLC
10% Owner
Transactions
- Other
Series D Preferred Stock
2003-08-01−100→ 0 totalExercise: $0.00From: 2003-07-29Exp: 2008-03-06→ Common Stock (0 underlying) - Other
Series F Preferred Stock
2003-08-01+2,562,267→ 2,562,267 totalExercise: $0.10From: 2003-08-01Exp: 2013-08-01→ Common Stock (25,622,670 underlying) - Other
Warrant
2003-08-01−1,193,546→ 0 totalExercise: $0.50From: 2003-03-06Exp: 2008-03-06→ Common Stock (1,193,546 underlying)
Footnotes (6)
- [F1]The conversion price of the Series D Preferred Stock is $2,000,000 (less the amount received by the Issuer upon exercise of the Warrant described herein) divided by the number of shares of the Issuer's common stock that the Reporting Person will receive upon conversion, multiplied by 1.0%.
- [F2]The Series D Preferred Stock may be converted into shares of the Issuer's common stock after the earlier of: (1) the date the Issuer receives the approval of the holders of a majority of its common stock for the shares of the Issuer's common stock to be issued upon conversion of the Series D Preferred Stock and (2) the date Nasdaq provides the Issuer with a formal exception to Nasdaq's shareholder approval requirements described in (1) above. The Issuer received the requisite shareholder approval on July 29, 2003.
- [F3]The Series D Preferred Stock may be converted into an amount of the Issuer's common stock equal to 66.67% of the Issuer's outstanding common stock on a post-conversion, fully-diluted basis as measured on the date the Series D Preferred Stock becomes convertible (subject to certain limitations), less the number of shares, if any, that the Reporting Person receives from the exercise of the Warrant described herein.
- [F4]Pursuant to the terms of the Warrant, its expiration is the earlier of: (1) the date immediately prior to the date on which the Issuer obtains shareholder approval as described in Footnote 2; (2) the date immediately prior to the date that Nasdaq provides the Issuer with a formal exception to Nasdaq's shareholder approval requirements; and (3) March 6, 2008. As noted in Footnote 2, the Issuer received the requisite shareholder approval on July 29, 2003. Therefore, the Warrant expired in accordance with its terms.
- [F5]The Series D Preferred Stock and the Warrant were issued in connection with that certain Purchase Agreement dated as of December 30, 2002, between the Issuer and the Reporting Person.
- [F6]The Reporting Person is exchanging its shares of the Issuer's Series D Preferred Stock and Warrant to purchase shares of the Issuer's common stock for shares of the Issuer's Series F Preferred Stock in accordance with the terms of that certain Securities Purchase Agreement dated May 28, 2003, among the Issuer, Reporting Person, Spinnaker Investment Partners, L.P., Deutsche Bank London AG and Delafield Hambrecht, Inc.
Documents
Issuer
BRIAZZ INC
CIK 0001045598
Entity typeother
IncorporatedIL
Related Parties
1- filerCIK 0001227845
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 12:57 PM ET
- Size
- 12.6 KB