4//SEC Filing
Xia Yining 4
Accession 0001458382-09-000002
CIK 0001328888other
Filed
Apr 12, 8:00 PM ET
Accepted
Apr 13, 1:10 PM ET
Size
10.5 KB
Accession
0001458382-09-000002
Insider Transaction Report
Form 4
FREZER, INC.FREZ.OB
Xia Yining
Director
Transactions
- Other
Common Stock
2009-03-25+2,048,144→ 2,048,144 total
Holdings
- 1,064,496
15% Convertible Promissory Note
Exercise: $0.16From: 2009-03-13Exp: 2010-03-12→ Common Stock (1,064,496 underlying) - 244,826
Warrant
Exercise: $0.19From: 2009-03-13→ Common Stock (244,826 underlying) - 2,048,145(indirect: By BEFUT International Co. Limited)
Common Stock
Footnotes (5)
- [F1]On March 25, 2009, pursuant to a Stockholders Agreement dated March 13, 2009, among BEFUT International Co. Limited ("Befut BVI"), Mr. Hongbo Cao, the Reporting Person and certain other shareholders of Befut BVI (the "Stockholders Agreement"), Befut BVI shall distribute to the Reporting Person 2,048,144 shares of the Issuer's Common Stock, previously held by Befut BVI, in exchange of his equity interest in Befut BVI.
- [F2]Pursuant to the Stockholders Agreement, the Reporting Person has the right to acquire from Befut BVI up to all of his pro rata protion of the Issuer's Common Stock owned by Befut BVI, in exchange of his equity interest in Befut BVI. The Reporting Person used to have 3.6% owernship interest in Befut BVI and therefore an indirect owner of 4,096,289 share of Common Stock. On March 25,2009, the Reporting Person acquired 2,048,144 shares from Befut BVI, which reduced his equity interest in Befut BVI to 1.8% and therefore reduced his indirect ownership of Common Stock to 2,048,145 shares.
- [F3]Such initial Conversion Price of $0.1597 per share, of principal and interest, is subject to adjustmennts provided in Section 3.2 of the 15% Convertible Note of the Issuer, especially a contemplated 1 for 4.07 reverse stock split by the Issuer.
- [F4]Such initial exercise price of the Warrant of $0.1916 per share shall be subject to adjustments from time to time set forth in Section 4 of the Warrant, especially a contemplated 1 for 4.07 reverse split by the Issuer.
- [F5]The Expiration Date of the Warrant shall be on the earlier of (i) the fifth anniversary of Date of Issuance, i.e. March 13, 2009; or (ii) thirty (30) days after delivery of audited financial statements of the Issuer for certain fiscal year that shows that the consolidated net income of the Issuer and its subsidiaries exceeds $20 million for such fiscal year and the consolidated net income of the Issuer and its subsidiaries per share on a fully diluted basis exceeds $.26 per share, which shall be subject to proportional downward adjustments for the issuance of additional fully diluted shares of the Issuer.
Documents
Issuer
FREZER, INC.
CIK 0001328888
Entity typeother
Related Parties
1- filerCIK 0001458381
Filing Metadata
- Form type
- 4
- Filed
- Apr 12, 8:00 PM ET
- Accepted
- Apr 13, 1:10 PM ET
- Size
- 10.5 KB