Stump Ryan 4
4 · True Drinks Holdings, Inc. · Filed May 17, 2019
Insider Transaction Report
Form 4
Stump Ryan
Chief Operating Officer
Transactions
- Award
Common Stock
2019-04-26+40,196,653→ 40,196,653 total - Award
Series B Convertible Preferred Stock
2019-04-26+397,947→ 397,947 total→ Common Stock (3,979,468,700 underlying)
Footnotes (3)
- [F1]Securities received by the Reporting Person in exchange for membership units of Charlie's Chalk Dust, LLC ("CCD") owned by the Reporting Person in connection with exchange of all outstanding membership units of CCD for securities of the Registrant, consisting of shares of the Registrant's common stock and Series B Convertible Preferred Stock ("Series B Preferred") (the "Exchange").
- [F2]Shares of Series B Preferred are structured to act as a Common Stock equivalent. Upon the Registrant amending its Amended and Restated Articles of Incorporation, as amended, to effect an increase in the number of shares of common stock authorized for issuance thereunder by a sufficient amount to allow for the conversion and/or exercise of all derivative securities issued by the Registrant to individuals in connection with the Exchange (the "Charter Amendment"), each share of Series B Preferred shall automatically be converted into 10,000 shares of the Registrant's common stock, subject to certain adjustments. Shares of Series B Preferred may not be converted prior to the Charter Amendment.
- [F3]Shares of Series B Preferred have no expiration date.