4//SEC Filing
KNOLL FRED 4
Accession 0001231919-04-000137
CIK 0001021444other
Filed
Apr 13, 8:00 PM ET
Accepted
Apr 14, 6:31 PM ET
Size
16.9 KB
Accession
0001231919-04-000137
Insider Transaction Report
Form 4
EUROPA INTERNATIONAL INC
10% Owner
Transactions
- Conversion
Common Stock
2004-04-12+11,983,128→ 12,042,366 total(indirect: and Direct) - Conversion
Series E Convertible Preferred
2004-04-12−382,608.68→ 0 total(indirect: By Limited Liability Company)→ Common Stock (701,684,423 underlying) - Conversion
Series D Convertible Preferred
2004-04-12−10,000→ 0 total→ Common Stock (77,218,860 underlying)
KNOLL FRED
Director10% Owner
Transactions
- Conversion
Series D Convertible Preferred
2004-04-12−10,000→ 0 total→ Common Stock (77,218,860 underlying) - Conversion
Common Stock
2004-04-12+11,983,128→ 12,042,366 total(indirect: and Direct) - Conversion
Series E Convertible Preferred
2004-04-12−382,608.68→ 0 total(indirect: By Limited Liability Company)→ Common Stock (701,684,423 underlying)
Footnotes (4)
- [F1]Europa International Inc. ("Europa") received 10,000 shares of the Series D Convertible Preferred Stock of the issuer in exchange for a Demand Convertible Note (the "Note") on February 20, 2004. Each share of the Series D Convertible Preferred was convertible into 7,721.89 shares of the Issuer's common stock. These shares of Series D Convertible Preferred stock automatically converted into 1,187,983 shares of the Issuer's common stock on April 12, 2004 upon the filing of a Certificate of Amendment to the Certificate of Incorporation of the Issuer which increased its authorized common stock and effected a 1 for 65 reverse split of the Issuer's common stock issued and outstanding on that date.
- [F2]GVI Acquisition LLC ("Acquisition") received 382,608.68 shares of the Series E Convertible Preferred Stock of the Issuer in the merger of GVI Security, Inc. ("GVI") with a wholly owned subsidiary of the Issuer (the "Merger") in exchange for 88,000 shares of GVI's common stock owned by Acquisition prior to the Merger. Europa owns a 52.5% membership interest in Acquisition. Each share of Series E Convertible Preferred Stock was convertible into 1,833.948 shares of the Issuer's common stock. These shares of Series E Convertible Preferred Stock automatically converted into 10,795,145 shares of the Issuer's common stock on April 12, 2004 upon the filing of a Certificate of Amendment to the Certificate of Incorporation of the Issuer which increased its authorized common stock and effected a 1 for 65 reverse split of hte Issuer's common stock issued and outstanding on that date.
- [F3]Before giving effect to the 1 for 65 reverse split of the Issuer's common stock.
- [F4](i) 1,187,982 of these shares are owned by Europa, (ii) 10,795,145 of these shares are owned by Acquisition and, (iii) 59,238 of these shares are owned by Thinking Technologies, L.P. ("Technologies"). Mr. Knoll is President of Knoll Capital Management, the Investment Manager of Europa and the General Partner of Technologies and may be deemed to indirectly beneficially own those shares owned by Europa and Technologies. In addition, Mr. Knoll and Europa may be deemed to indirectly beneficially own those shares owned by Acquisition. Each of Mr. Knoll, Europa and Technologies disclaims beneficial ownership of those shares that they do not have a pecuniary interest in and this report shall not be deemed an admission that they own these shares for purposes of Section 16.
Issuer
THINKING TOOLS INC
CIK 0001021444
Entity typeother
Related Parties
1- filerCIK 0001033949
Filing Metadata
- Form type
- 4
- Filed
- Apr 13, 8:00 PM ET
- Accepted
- Apr 14, 6:31 PM ET
- Size
- 16.9 KB