3//SEC Filing
RED MOUNTAIN RESOURCES, INC. 3
Accession 0001387131-14-003519
CIK 0001483496operating
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 4:13 PM ET
Size
20.1 KB
Accession
0001387131-14-003519
Insider Transaction Report
Form 3
Sophia Co Inc.
10% Owner
Holdings
- 1,060,962
Common Stock
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2013-08-09→ Common Stock (222,222 underlying)- 88,889
10.0% Series A Cumulative Redeemable Preferred Stock
Blue Jays Stiftung
10% Owner
Holdings
- 1,060,962
Common Stock
- 88,889
10.0% Series A Cumulative Redeemable Preferred Stock
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2013-08-09→ Common Stock (222,222 underlying)
Footnotes (5)
- [F1]Effective January 31, 2014, Red Mountain Resources, Inc. (the "Issuer") effected a reverse stock split of its common stock (the "Common Stock"), at an exchange ratio of 1-for-10 (the "Reverse Stock Split"), as reported in the Issuer's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 4, 2014. Amounts and prices reported in this Form 3, as well as the disclosure in the footnotes to this Form 3, have been adjusted to give effect to the Reverse Stock Split.
- [F2]This statement is jointly filed by and on behalf of each of Sophia Company Inc. ("Sophia") and Blue Jays Stiftung ("BJS," and together with Sophia, the "Reporting Persons"). Sophia is the direct beneficial owner of the securities covered by this statement. BJS is the sole shareholder of Sophia and may be deemed to beneficially own securities owned by Sophia.
- [F3]Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- [F4]Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- [F5]The Warrants will expire on the earlier of (i) August 8, 2016, or (ii) the first day on which the Common Stock is traded on its principal securities exchange or securities market ("Trading Day") that is at least 30 days after the date that the Issuer has provided notice to the holders of the Warrants by filing a Current Report on Form 8-K with the Securities and Exchange Commission stating that the Common Stock has (A) achieved an average volume-weighted average price of $15.00 per share or more over a period of 20 consecutive Trading Days and (B) traded, in the aggregate, 300,000 shares or more over the same 20 consecutive Trading Days.
Issuer
RED MOUNTAIN RESOURCES, INC.
CIK 0001483496
Entity typeoperating
IncorporatedTX
Related Parties
1- filerCIK 0001483496
Filing Metadata
- Form type
- 3
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 4:13 PM ET
- Size
- 20.1 KB