Barnhart Bryan S 4
4 · SMG Industries Inc. · Filed Jul 19, 2023
Insider Transaction Report
Form 4
Barnhart Bryan S
DirectorChief Executive Officer
Transactions
- Award
Common Stock, par value $.001
2023-07-07+38,500,000→ 38,500,000 total - Award
5% Series C Convertible Preferred Stock
2023-07-07+250→ 250 totalExercise: $0.25From: 2023-07-07→ Common Stock (250 underlying)
Footnotes (2)
- [F1]Received in exchange for, either directly or by merger, all of the membership interests of: (i) Barnhart Fleet Maintenance, LLC, a Pennsylvania limited liability company, (ii) Barnhart Transportation, LLC, a Pennsylvania limited liability company, (iii) Lake Shore Global Solutions LLC, a Pennsylvania limited liability company, (iv) Lake Shore Logistics, LLC, a Pennsylvania limited liability company, (v) Legend Equipment Leasing, LLC, a Pennsylvania limited liability company, and (vi) Route 20 Tank Wash LLC, a Pennsylvania limited liability company (collectively, the "Acquisition"), pursuant to a transaction agreement by and among the Company, Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart, as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, and certain affiliates. On the effective date of the Acquisition, the closing price of the Company's common stock was $0.1860 per share.
- [F2]To the extent not already converted on the 24-month anniversary of the closing of the Acquisition, the Company's 5% Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), and any accrued dividends thereon will automatically convert into a number of shares of common stock equal to the quotient of (A) the sum of (x) the stated value of such share(s) of Series C Preferred Stock subject to automatic conversion plus any accrued dividends thereon and (B) the conversion price. The stated value of the Series C Preferred Stock is $10,000 per share.