4//SEC Filing
American Sands Energy Corp. 4
Accession 0001441557-13-000071
CIK 0001432001operating
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 6:20 PM ET
Size
14.3 KB
Accession
0001441557-13-000071
Insider Transaction Report
Form 4
GIBBS WILLIAM C
DirectorPres.CEO, Treasurer & Chairman10% Owner
Transactions
- Sale
Common Stock
2013-08-20$0.25/sh−464,300$116,075→ 9,835,700 total(indirect: By LLC) - Other
Convertible Note
2013-08-20$0.50/sh→ 2,893,102 total(indirect: By LLC)Exercise: $0.50From: 2013-08-20Exp: 2014-06-30→ Common Stock (535,704 underlying) - Purchase
Convertible Note
2013-08-20→ 2,893,102 total(indirect: By LLC)From: 2013-08-20Exp: 2014-06-30→ Common Stock, Preferred Stock or Debt Instrument
Holdings
- 2,050,000
Options
Exercise: $1.15From: 2012-06-15Exp: 2017-06-15→ Common Stock (75,000 underlying) - 4,148,699
Options
Exercise: $0.50From: 2012-07-31→ Common Stock (2,098,699 underlying)
Footnotes (5)
- [F1]Mr. Gibbs is the Managing member of Bleeding Rock, LLC, a Delaware limited liability company that beneficially owns 9,835,700 shares of common stock of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- [F2]1/3 of options exercisable immediately; 1/3 exercisable 06/15/2013; remaining 1/3 exercisable 06/15/2014.
- [F3]Pursuant to Mr. Gibbs' employment agreement dated August 1, 2007, commencing July 31, 2012, Mr. Gibbs has the right to convert unpaid salary into equity of the Company at $0.50 per share. As of July 31, 2012, Mr. Gibb's accrued unpaid salary was $1,049,349.54.
- [F4]Mr. Gibbs is the Managing member of Hidden Peak Partners, LLC, a Utah limited liability company that beneficially owns 2,893,102 shares of common stock issuable upon conversion of a note of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- [F5]The convertible promissory note provides that the holder will convert the Note in connection with an equity or debt financing of $2 million or more by the issuer (the "Bridge Financing") and that the note holder will convert all but not less than all, of the principal amount of the note and accrued interest thereon (the "Note Value")into (a) the number of shares of common or preferred stock or (b) the debt instruments (collectively referred to as the "Conversion Securities") or the of the issuer equal to (a) in the case of common or preferred shares, the Note Value divided by the price of common or preferred shares in the Bridge Financing (subject to adjustment as provided in the Note) or (b) in the case of a debt offering, an amount equal to the outstanding balance of the note. In either case, the Conversion Securities will be of the same class and/or series, and will entitle the note holder to the same rights and privileges, as the equity or debt issued in the Bridge Financing.
Documents
Issuer
American Sands Energy Corp.
CIK 0001432001
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001432001
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 6:20 PM ET
- Size
- 14.3 KB