4//SEC Filing
JPMorgan Chase Funding Inc. 4
Accession 0001567619-19-020072
CIK 0001397403other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 4:44 PM ET
Size
10.1 KB
Accession
0001567619-19-020072
Insider Transaction Report
Form 4
JPMorgan Chase Funding Inc.
10% Owner
Transactions
- Purchase
Series B-1 Cumulative Convertible Preferred Stock
2019-10-24+873,378→ 873,378 total(indirect: See footnote)→ Common Stock
J P MORGAN CHASE & CO
10% OwnerOther
Transactions
- Purchase
Series B-1 Cumulative Convertible Preferred Stock
2019-10-24+873,378→ 873,378 total(indirect: See footnote)→ Common Stock
Footnotes (3)
- [F1]The Series B-1 Cumulative Convertible Preferred Stock ("Series B-1 Preferred Stock") is convertible at any time into the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of Series B-1 Preferred Stock is convertible, at the election of the holder, into a number of shares of Common Stock determined by dividing (i) the sum of (a) $3.2171 and (b) all accrued and unpaid dividends on such Series B-1 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-1 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-1 Preferred Stock, are subject to adjustment as provided in the Second Amended and Restated Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock, Series B-2 Cumulative Convertible Preferred Stock and Series B-3 Cumulative Convertible Preferred Stock of the Issuer ("B-123 Certificate of Designation").
- [F2]Series B-1 Preferred Stock will automatically be converted into shares of Common Stock at the then effective conversion price upon the closing of a sale of shares of Common Stock at a price equal to or greater than two and a quarter times (2.25x) $3.2171 (subject to adjustment in accordance with B-123 Certificate of Designation), in a firm commitment underwritten public offering and listing of the Common Stock on a national securities exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Issuer.
- [F3]The securities reported herein are directly owned by JPMorgan Chase Funding Inc., a wholly owned subsidiary of JPMorgan Chase & Co. JPMorgan Chase & Co. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.
Documents
Issuer
IMH Financial Corp
CIK 0001397403
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001364743
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 4:44 PM ET
- Size
- 10.1 KB