4//SEC Filing
NUVIM INC 4
Accession 0001249155-05-000097
CIK 0001170652operating
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 8:53 PM ET
Size
21.8 KB
Accession
0001249155-05-000097
Insider Transaction Report
Form 4
NUVIM INCNUVM
MOGER STANLEY H
Director10% Owner
Transactions
- Conversion
Common Stock
2005-06-24$2.00/sh+125,000$250,000→ 127,955 total - Conversion
Secured Promissory Notes
2005-06-24$250000.00/sh−125,000$31,250,000,000→ 0 totalExercise: $2.00From: 2005-06-24Exp: 2005-06-24→ Common Stock (125,000 underlying) - Conversion
Common Stock
2005-06-24$11.00/sh+2,500$27,500→ 2,955 total - Conversion
Series C Convertible Preferred Stock
2005-06-24$0.20/sh−137,500$27,500→ 0 totalExercise: $11.00Exp: 2005-06-24→ Common Stock (2,500 underlying) - Conversion
Common Stock
2005-06-24$55.00/sh+455$25,025→ 455 total - Conversion
Series A Convertible Preferred Stock
2005-06-24$1.00/sh−25,000$25,000→ 0 totalExercise: $55.00Exp: 2005-06-24→ Common (455 underlying) - Award
Directors Stock Option (right to buy)
2005-06-24+10,000→ 10,000 totalExercise: $1.00Exp: 2015-06-24→ Common Stock (10,000 underlying) - Award
Directors Stock Option (right to buy)
2005-06-24+7,500→ 7,500 totalExercise: $1.00From: 2005-06-24Exp: 2015-06-24→ Common Stock (7,500 underlying)
Footnotes (8)
- [F1]Each 55 shares of Series A Convertible Preferred Stock converts into 1 share of Common Stock. Accordingly, the Series A Preferred Stock converts into 455 shares of Common Stock.
- [F2]The Series A and Series C Convertible Preferred Stock were each convertible into Common Stock immediately upon issuance at the option of the holder.
- [F3]The Series A Convertible Preferred Stock does not expire. However, it is automatically convertible into Common Stock upon the closing of a firmly underwritten public offering of the issuer's Common Stock.
- [F4]The Series A and Series C Convertible Preferred Stock is convertible into Common Stock at a conversion ratio of 55-to-1.
- [F5]Each 55 shares of Series C Convertible Preferred Stock converts into 1 share of Common Stock. Accordingly, the Series C Preferred Stock converts into 2,500 shares of Common Stock.
- [F6]The Series C Convertible Preferred Stock does not expire. However, it is automatically convertible into Common Stock upon the closing of a firmly underwritten public offering of the issuer's Common Stock.
- [F7]Secured promissory notes with an aggregate principal totaling $500,000 (of which $250,000 is attributable to the reporting person) automatically converted at the closing of the issuer's initial public offering in accordance iwth the terms of a Conversion Agreement dated April 30, 2005, as amended and restated as of May 31, 2005. If the IPO had not closed, the notes would have reverted to a non-derivative security and would not convertible, either in accordance with the terms of the notes or the agreement.
- [F8]The options become exercisable in three substantially equal installments, beginning one year from the date of grant (June 24, 2006, 2007 and 2008). The first two installments will result in 3,333 options becoming exercisable, with the third installment exercisable for 3,334 shares.
Documents
Issuer
NUVIM INC
CIK 0001170652
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001170652
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 8:53 PM ET
- Size
- 21.8 KB