4//SEC Filing
American Sands Energy Corp. 4
Accession 0001441557-13-000094
CIK 0001432001operating
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 3:42 PM ET
Size
18.6 KB
Accession
0001441557-13-000094
Insider Transaction Report
Form 4
GIBBS WILLIAM C
DirectorPres.CEO, Treasurer & Chairman10% Owner
Transactions
- Other
Warrants
2013-09-30$0.01/sh+3,260,000$32,600→ 3,260,000 total(indirect: By LLC)Exercise: $0.01From: 2013-09-30Exp: 2023-09-30→ Common Stock (3,260,000 underlying) - Conversion
Preferred Series A Stock
2013-11-07+38,336→ 38,336 total(indirect: By LLC)Exercise: $0.35From: 2013-11-07→ Common Stock (153,344 underlying) - Conversion
Warrants
2013-11-07+38,336→ 38,336 total(indirect: By LLC)Exercise: $0.45From: 2013-11-07Exp: 2018-10-30→ Common Stock (38,336 underlying) - Conversion
Warrants
2013-11-07+38,336→ 76,672 total(indirect: By LLC)Exercise: $0.70From: 2013-11-07Exp: 2018-10-30→ Common Stock (38,336 underlying) - Other
Warrants
2013-09-30+2,260,000→ 2,260,000 totalExercise: $0.01From: 2013-09-30Exp: 2023-09-30→ Common Stock (2,260,000 underlying)
Holdings
- 9,835,700(indirect: By LLC)
Common Stock
- 2,098,700
Options
Exercise: $0.50From: 2012-07-31→ Common Stock (2,098,700 underlying)
Footnotes (6)
- [F1]Mr. Gibbs is the Managing member of Bleeding Rock, LLC, a Utah 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]Effective as of September 30, 2013, the Issuer entered into an Exchange Agreement with Mr. Gibbs which provides that the obligation of the Issuer to pay Mr. Gibbs outstanding salary of $1,049,349.54, accrued through December 31, 2012 ( the "Obligation"), was exchanged for a ten year warrant to purchase 2,260,000 shares of Common Stock of the Issuer at a price per share of $0.01.
- [F3]Pursuant to Mr. Gibbs' employment agreement dated August 1, 2007, commencing July 31, 2012, Mr. Gibbs had the right to convert unpaid salary into equity of the Issuer at $0.50 per share. This right was terminated in the conversion to the warrant described in footnote (2) above.
- [F4]Effective September 30, 2013, the Issuer entered into a Exchange Agreement with Hidden Peak Partners LC ("HPP") and exchanged the Issuer's 5% Convertible Promissory Note, dated January 24, 2012, in the original principal amount of US$1,446,551 originally issued by Green River Resources, Inc., the Issuer's subsidiary, to Bleeding Rock, LLC, and assigned to HPP on or about January 31, 2012) as amended by an Amendment to Convertible Promissory Note, dated as of August 9, 2012 and a Second Amendment to Convertible Note dated May 13, 2013, for a ten year warrant to purchase 3,260,000 shares of Common Stock of the Issuer at a price per share of $0.01. Mr. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- [F5]There is no expiration date.
- [F6]The Series A Preferred Shares and Warrants were purchased from the Issuer in return for cancellation of a promissory note in the principal amount of $53,000, plus interest. Mr. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
Documents
Issuer
American Sands Energy Corp.
CIK 0001432001
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001432001
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 3:42 PM ET
- Size
- 18.6 KB