4//SEC Filing
NUVIM INC 4
Accession 0001249155-05-000099
CIK 0001170652operating
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 9:06 PM ET
Size
17.3 KB
Accession
0001249155-05-000099
Insider Transaction Report
Form 4
NUVIM INCNUVM
CLARK RICHARD W
10% Owner
Transactions
- Conversion
Common Stock
2005-06-24$2.00/sh+125,000$250,000→ 400,636 total - Conversion
Common Stock
2005-06-24$1.00/sh+245,000$245,000→ 275,636 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
Warrants (right to buy)
2005-06-24$175000.00/sh+245,000$42,875,000,000→ 245,000 totalExercise: $1.50From: 2005-06-24Exp: 2010-06-24→ Common Stock (245,000 underlying) - Conversion
Convertible Promissory Note
2005-06-24$175000.00/sh−245,000$42,875,000,000→ 0 totalExercise: $1.00From: 2005-06-20→ Units of common stock and warrants (245,000 underlying)
Footnotes (6)
- [F1]The reported securities are included within 245,000 Units acquired upon the automatic conversion of a convertible promissory note. Each Unit consists of one share of Common Stock, one $1.50 Warrant and one $2.00 Warrant.
- [F2]The convertible promissory note automatically converted into 245,000 Units concurrently with the closing of the issuer's initial public offering. The Unit is described in Footnote 1, above.
- [F3]Although the term of the Convertible Promissory Note would permit conversion from the date of issuance, the conversion price was not determined until the pricing of the issuer's initial public offering. Accordingly, the convertible promissory note became convertible on June 20, 2005.
- [F4]In the event the issuer completed its initial public offering by June 30, 2005, the convertible note automatically converted at the closing of the IPO. If the IPO closed after June 30, 2005, the convertible note would have been convertible at the option of the holder and would not expire.
- [F5]The convertible promissory note has a face amount of principal of $175,000, payable for services rendered. The reporting person and the issuer agreed that in consideration for the reporting person's forebearance on collection on the note, the note would be convertible into $245,000 worth of the issuer's Units at the IPO price ($1.00 per Unit).
- [F6]Secured promissory notes totaling $500,000 in principal ($250,000 of which is attributable to the reporting person) automatically converted at the closing of the issuer's initial public offering in accordance with 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 be convertible either in accordance with the terms of the notes or the agreement.
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, 9:06 PM ET
- Size
- 17.3 KB