4//SEC Filing
Keen Brandy Marie 4
Accession 0001493152-18-008059
CIK 0001482541other
Filed
May 30, 8:00 PM ET
Accepted
May 31, 4:05 PM ET
Size
14.1 KB
Accession
0001493152-18-008059
Insider Transaction Report
Form 4
Surna Inc.SRNA
Keen Brandy Marie
DirectorVP SALES / CEO10% Owner
Transactions
- Award
Restricted Stock Units
2018-05-29+4,800,000→ 4,800,000 totalExercise: $0.00→ Common Stock (4,800,000 underlying) - Other
Common Stock Repurchase Agreement
2018-05-29−0→ 0 totalExercise: $0.00→ Common Stock - Other
Preferred Stock Option Agreement
2018-05-29−0→ 0 totalExercise: $0.00→ Preferred Stock (35,189,669 underlying)
Keen Stephen Banks
10% Owner
Transactions
- Award
Restricted Stock Units
2018-05-29+4,800,000→ 4,800,000 totalExercise: $0.00→ Common Stock (4,800,000 underlying) - Other
Preferred Stock Option Agreement
2018-05-29−0→ 0 totalExercise: $0.00→ Preferred Stock (35,189,669 underlying) - Other
Common Stock Repurchase Agreement
2018-05-29−0→ 0 totalExercise: $0.00→ Common Stock
Footnotes (3)
- [F1]On May 29, 2018, the Issuer's Board of Directors (the "Board") granted Brandy M. Keen a total of 4,800,000 restricted stock units ("RSUs"), which vest as follows: (i) 1,000,000 RSUs would vest on June 30, 2018, subject to her continued employment through the vesting date, (ii) 1,000,000 RSUs would vest on December 31, 2018, subject to her continued employment through the vesting date, (iii) 1,000,000 RSUs would vest on June 30, 2019, subject to her continued employment through the vesting date, (iv) 1,000,000 RSUs would vest on December 31, 2019, subject to her continued employment through the vesting date, and (v) 800,000 RSUs would vest on April 30, 2020, subject to her continued employment through the vesting date. The foregoing RSUs would continue to vest if Ms. Keen's employment is terminated by the Issuer without cause.
- [F2]On May 29, 2018, the Board approved, and the Issuer and Brandy M. and Stephen B. Keen (the "Keens") entered into, a Stock Repurchase Agreement under which the Issuer will repurchase a portion of the shares of the Issuer's common stock held by the Keens (the "Shares"), which number of Shares will be based on the repurchase price per share and would result in an aggregate maximum repurchase price of $400,000 (the "Repurchased Shares"). The Issuer's obligation to repurchase the Repurchased Shares is contingent on the closing of a private placement offering to accredited investors. The repurchase price per each Repurchased Share will be a price equal to: (i) 80% of the unit price paid by investors, or (ii) 100% of the share price paid by investors. The execution of the Stock Repurchase Agreement, and the sale of the Repurchased Shares by the Keens, are transactions exempt from Section 16(b) of the Exchange Act.
- [F3]On May 29, 2018, the Board approved, and the Issuer and the Keens entered into, a Preferred Stock Option Agreement under which the Company has the right, but not the obligation, to acquire all 35,189,669 shares of preferred stock owned by the Keens (the "Preferred Stock"). Pursuant to the Preferred Stock Option Agreement, upon exercise of the option by the Issuer, the Issuer will issue one share of common stock for each 1,000 shares of Preferred Stock purchased by the Issuer. The common stock issued upon exercise will be restricted shares. The option will expire on April 30, 2020. As consideration for the Keens' grant of the option, the Issuer will pay them $5,000. The execution of the Preferred Stock Option Agreement, and the sale of the shares of Preferred Stock by the Keens upon exercise of the option by the Issuer, are transactions exempt from Section 16(b) of the Exchange Act.
Documents
Issuer
Surna Inc.
CIK 0001482541
Entity typeother
Related Parties
1- filerCIK 0001608502
Filing Metadata
- Form type
- 4
- Filed
- May 30, 8:00 PM ET
- Accepted
- May 31, 4:05 PM ET
- Size
- 14.1 KB