Kingdom Building, Inc. 3
3 · AMERICAN REBEL HOLDINGS INC · Filed Feb 10, 2025
Insider Transaction Report
Form 3
Kingdom Building, Inc.
10% Owner
Holdings
Series D Convertible Preferred Stock
Exercise: $1.50From: 2024-05-13→ Common Stock (666,670 underlying)
Footnotes (2)
- [F1]The reporting person is filing this Form 3 to disclose his initial beneficial ownership in the Issuer, as of May 13, 2024 (the "Event Date"), which he received pursuant to a Securities Exchange Agreement; he is concurrently filing a Form 5 to disclose all subsequent conversions, acquisitions, and dispositions that have since taken place. As of the Event Date, the 666,670 shares of Common Stock underlying the 133,334 shares of Series D Convertible Preferred Stock represented approximately 11% of the Issuer's issued and outstanding shares of Common Stock. The Reporting Person later converted the shares of Series D Convertible Preferred Stock into shares of Common Stock, which have since been sold and which are reported on the Form 5. As of the date hereof, the Reporting Person owns 88,334 shares of Series D Preferred Stock, which if converted would be 441,670 shares of the Issuer's Common Stock, which represents 17.95% of the Issuer's issued and outstanding shares of common stock.
- [F2]The Series D Convertible Preferred Stock did not have an expiration date but did have a Forced Conversion Clause where if the closing sale price of Common Shares during the ten consecutive trading day period ending and including the applicable Forced Conversion Notice Date (as defined in the Certificate of Designation to the Series D Convertible Preferred Stock) has been at or above $2.25 per share, then the Issuer would have the right to require the Reporting Persons to convert all, or any portion of, the Series D Convertible Preferred Stock held by such Holder for Common Shares in accordance with this Section 3(b) of the Certificate of Designation to the Series D Convertible Preferred Stock on the Forced Conversion Date.