5//SEC Filing
VISCOUNT SYSTEMS INC 5
Accession 0001493152-16-007490
CIK 0001158387operating
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 12:14 PM ET
Size
23.4 KB
Accession
0001493152-16-007490
Insider Transaction Report
Form 5
ARENS GEOFFREY W
Director
Transactions
- Award
Common Stock
2015-12-23+500,000→ 1,861,111 total - Other
Series A Convertible Redeemable Preferred Stock
2015-03-31+4→ 204 total(indirect: By Dendera Capital Fund LP)Exercise: $0.04From: 2015-03-31→ Common Stock, Senior Secured Convertible Notes (22,779 underlying) - Other
Series A Convertible Redeemable Preferred Stock
2015-06-30+4.125→ 208.125 total(indirect: By Dendera Capital Fund LP)Exercise: $0.02From: 2015-06-30→ Common Stock, Senior Secured Convertible Notes (51,546.424 underlying) - Other
Series A Convertible Redeemable Preferred Stock
2015-09-30+4.255→ 212.38 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-09-30→ Common Stock, Senior Secured Convertible Notes (70,921.974 underlying) - Conversion
Series A Convertible Redeemable Preferred Stock
2015-11-03$2025.13/sh−213.937$433,250→ 0 total(indirect: By Dendera Capital Fund LP)Exercise: $0.02From: 2015-11-03→ Common Stock, Senior Secured Convertible Notes - Conversion
Series A Note
2015-11-03+2→ 2 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-11-03→ Common Stock (81,827,327 underlying) - Purchase
Series B Note
2015-11-03$270000.00/sh+1$270,000→ 1 total(indirect: By Dendera Capital Fund LP)Exercise: $0.01From: 2015-11-03→ Common Stock (22,590,150 underlying)
Footnotes (13)
- [F1]Restricted common stock of the issuer granted to the reporting person for $0 as approved by the issuer's compensation committee. The common stock shall fully vest one year from the date of grant.
- [F10]Upon conversion of the A Shares, the reporting person was issued Series A Notes in the aggregate original principal amount of $433,251.
- [F11]Each of the Series A Notes and Series B Note may be converted (subject to certain beneficial ownership limitations), at the option of the holder at any time and from time to time, into shares of common stock of the issuer.
- [F12]Pursuant to each of the Series A Notes and Series B Note, the reporting person shall not convert each Series A Note or Series B Note if such conversion results in the reporting person beneficially owning more than (i) 4.99% of the issuer's outstanding common stock and (ii) 9.99% of the issuer's outstanding common stock. The holder has the option to waive either of these limitations upon 61 days' notice to the issuer.
- [F13]In connection with a financing for general company purposes, including, but not limited to, working capital and operating expenses, the reporting person was issued a Series B Note in the original principal amount of $110,000.
- [F2]The conversion price of the Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc. (the "Certificate of Designation"), dated as of June 5, 2012, as amended from time to time.
- [F3]Dividends issued to the reporting person pursuant to the Certificate of Designation.
- [F4]The A Shares have no expiration date.
- [F5]Each A Share, at each holder's option, could be convertible into either common stock or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of common stock of the issuer that would be issued to the reporting person upon conversion of 1 A Share.
- [F6]The reporting person is the Managing Partner of and 100% interest holder of Dendera Capital Fund LP ("Dendera").
- [F7]On November 24, 2015, 213.937 A Shares were converted by the reporting person into two 14% Senior Secured Convertible Demand Promissory A Notes (the "Series A Notes"). The price reported represents the portion of the original principal amount to be paid to the holder of the Series A Notes after conversion of 1 A Share.
- [F8]On November 24, 2015, in exchange for conversion of the outstanding 213.937 A shares held by the reporting person as of such date, the issuer issued to Dendera the Series A Notes.
- [F9]The conversion price of each of the Series A Notes and the 14% Senior Secured Convertible Demand Promissory B Note (the "Series B Note") is subject to adjustment upon issuance of certain dividends and distributions, reorganization, consolidation or merger, stock splits, and issuance by the issuer of a security at a lower price than each such conversion price.
Documents
Issuer
VISCOUNT SYSTEMS INC
CIK 0001158387
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001158387
Filing Metadata
- Form type
- 5
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 12:14 PM ET
- Size
- 23.4 KB