Daher Michel 4
4 · Bonds.com Group, Inc. · Filed Jun 15, 2012
Insider Transaction Report
Form 4
Daher Michel
Director10% Owner
Transactions
- Purchase
Common Stock Warrants
2012-06-08+34,285,715→ 85,714,286 total(indirect: See Note 6)Exercise: $0.07From: 2012-06-08Exp: 2017-06-08→ Common Stock (34,285,715 underlying) - Purchase
Series E-2 Convertible Preferred Stock
2012-06-08+2,400→ 85,714,286 total(indirect: See Note 6)→ Common Stock (34,285,715 underlying) - Purchase
Series E-2 Convertible Preferred Stock
2012-06-08+1,600→ 57,142,857 total(indirect: See Note 8)→ Common Stock (22,857,143 underlying) - Purchase
Common Stock Warrants
2012-06-08+22,857,143→ 57,142,857 total(indirect: See Note 8)Exercise: $0.07From: 2012-06-08Exp: 2017-06-08→ Common Stock (22,857,143 underlying)
Footnotes (8)
- [F1]The reported securities are included within 24 units of the Issuer purchased by Daher Bonds Investment Company on June 8, 2012 at a purchase price of $100,000 per unit. Each unit consists of 100 shares of Series E-2 Convertible Preferred Stock and warrants to purchase 1,428,571 shares of Common Stock.
- [F2]The reported securities are included within 16 units of the Issuer purchased by Mida Holdings on June 8, 2012 at a purchase price of $100,000 per unit. Each unit consists of 100 shares of Series E-2 Convertible Preferred Stock and warrants to purchase 1,428,571 shares of Common Stock.
- [F3]2,400 shares of Series E-2 Convertible Preferred Stock are initially convertible into 34,285,715 shares of Common Stock. The holders of shares of Series E-2 Convertible Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E-2 Convertible Preferred Stock (subject to certain adjustments) (the "Series E-2 Accruing Dividend"). The conversion rate is determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E-2 Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The initial conversion price is $0.07 (subject to adjustment).
- [F4]The Series E-2 Convertible Preferred Stock is immediately convertible. In addition, the Series E-2 Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer if and when (a) shares of Common Stock are listed on a national securities exchange, (b) shares of Common Stock trade with a closing price of at least $1.00 (subject to certain adjustments for stock splits and the like) for a period of 180 consecutive trading days on average trading volume of not less than 250,000 (subject to certain adjustments for stock splits and the like) shares per day over the subject 180 trading day period, and (c) the Common Stock has an aggregate market value of at least $100,000,000 as of the last day of such 180 trading day period.
- [F5]The Series E-2 Convertible Preferred Stock does not have an expiration date.
- [F6]The record holder of the securities is Daher Bonds Investment Company (see Note 1), of which is 55% is owned by Michel Daher and 45% is owned by Abdallah Daher. The Reporting Persons each disclaims pecuniary interests in the securities of the other.
- [F7]1,600 shares of Series E-2 Convertible Preferred Stock are initially convertible into 22,857,143 shares of Common Stock. The holders of shares of Series E-2 Convertible Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E-2 Convertible Preferred Stock (subject to certain adjustments) (the "Series E-2 Accruing Dividend"). The conversion rate is determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E-2 Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The initial conversion price is $0.07 (subject to adjustment).
- [F8]The record holder of the securities is Mida Holdings (see Note 2), of which 100% is owned by Michel Daher.