4//SEC Filing
Benne Jacob 4
Accession 0001477932-11-001961
CIK 0001410253other
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 4:28 PM ET
Size
8.4 KB
Accession
0001477932-11-001961
Insider Transaction Report
Form 4
Benne Jacob
DirectorCEO, President10% Owner
Transactions
- Exercise Out-of-Money
Class A shares of Common Stock
2011-07-22+21,750,000→ 21,875,000 total(indirect: See footnote)
Footnotes (2)
- [F1]* Effective June 2, 2011, the Issuer entered into that certain share exchange agreement (the ?Agreement?) with Non Industrial Manufacture, Inc., a private corporation formed under the laws of the Province of Alberta (?Non Industrial?), and the shareholders of Non Industrial (the ?Non Industrial Shareholders?), pursuant to which the Issuer acquired 100% of the total issued and outstanding shares of Non Industrial Class A Common Stock. In exchange for the acquisition of the Non Industrial Class A Common Stock, the Issuer issued 2,500,000 shares of Class B common stock to the Non Industrial Shareholder, thus making Non Industrial a wholly-owned subsidiary of the Company (the ?Class B Shares?). On May 20, 2011, the Issuer filed with the Nevada Secretary of State an amendment to its articles of incorporation designating that of the authorized 100,000,000 shares of common stock, 97,500,000 shares would be designated as Class A Common Stock and 2,500,000 shares would be designated as Class B Common Stock (the ?Designation?). In accordance with the terms of the Designation, each share of Class B Common Stock was convertible at any time after the one-year anniversary of the issuance date of the shares of Class B Common Stock into twenty (20) fully paid and non-assessable shares of Class A Common Stock. On June 28, 2011, the Issuer filed with the Nevada Secretary of State a further amendment to its articles of incorporation increasing its authorized capital stock to 525,000,000 shares consisting of 500,000,000 shares of Class A Common Stock and 25,000,000 shares of Class B Common Stock. The amendment also amended the Designation providing that the holders of the shares of Class B Common Stock could convert immediately upon the issuance of the shares of Class B Common Stock or any time thereafter at the sole option of the holder into shares of Class A Common Stock. Subsequently, the Issuer received a notice of conversion dated July 22, 2011 from the Reporting Person as a Non Industrial Shareholder (the ?Conversion Notice?), which Conversion Notice provided for the conversion of each share of Class B common stock into twenty shares of Class A common stock. The Board of Directors pursuant to written consent resolutions in lieu of a meeting authorized and approved the issuance of an aggregate 21,750,000 shares of its restricted common stock to the Benne Family Trust.
- [F2]**The 21,875,000 shares of Class A common stock of the Issuer are held of record by the Benne Family Trust, a trust over which Jacob Benne has shared dispositive and voting power. The record holdings previously reported of 5,000,000 shares of Class A Common Stock were reduced to 25,000 shares of Class A Common Stock in accordance with that certain reverse stock split of one for two hundred shares (1:200) effective July 12, 2011. Jacob Benne is deemed to have beneficial control over 5,000,000 (25,000 post-split) common shares of the issuer owned by the Benne Family Trust, of which he is a trustee, as well as 10,000,000 (50,000 post-split) common shares of the issuer owned by Gerald Fitzpatrick and 10,000,000 (50,000 post-split) common shares of the issuer owned by the Meikleham Family Trust, pursuant to a voting trust agreement between the Benne Family Trust, the Meikleham Family Trust and Gerald Fitzpatrick, in which the parties have agreed to vote in favor of any shareholder resolution or action which is supported by the other two parties to the voting trust agreement. There are no provisions in the voting trust agreement with regarding to dispositive control of the common shares of the issuer owned by the other parties. A subsequent 21,750,000 shares of Class A Common Stock as described herein were further issued.
Documents
Issuer
Urban Barns Foods Inc.
CIK 0001410253
Entity typeother
Related Parties
1- filerCIK 0001477902
Filing Metadata
- Form type
- 4
- Filed
- Sep 19, 8:00 PM ET
- Accepted
- Sep 20, 4:28 PM ET
- Size
- 8.4 KB