4//SEC Filing
Dowling Vincent J. Jr 4
Accession 0001575705-18-000178
CIK 0000096885other
Filed
Aug 20, 8:00 PM ET
Accepted
Aug 21, 9:13 AM ET
Size
16.0 KB
Accession
0001575705-18-000178
Insider Transaction Report
Form 4
Dowling Vincent J. Jr
10% Owner
Transactions
- Sale
Common Stock, par value $0.10 per share
2018-08-17$5.00/sh−3,300$16,484→ 0 total(indirect: See footnote) - Sale
Common Stock, par value $0.10 per share
2018-08-17$5.00/sh−67,900$339,161→ 343,016 total(indirect: See footnotes) - Purchase
Series A Convertible Preferred Stock
2017-11-13+333,333→ 333,333 total(indirect: See footnote)→ Common Stock (666,667 underlying) - Sale
Common Stock, par value $0.10 per share
2018-08-17$5.00/sh−3,800$18,981→ 339,216 total(indirect: See footnotes)
Holdings
- 339,216(indirect: See footnotes)
Common Stock, par value $0.10 per share
- 50,000(indirect: See footnote)
Common Stock Warrant
Exercise: $3.35From: 2012-07-26Exp: 2019-09-10→ Common Stock (50,000 underlying) - 0(indirect: See footnote)
Common Stock, par value $0.10 per share
Footnotes (6)
- [F1]These shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares.
- [F2]139,216 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 0 shares are held by Trust Agreement of Dowling 2009 Statutory Trust UAD 12/10/09 People's United Bank TTEE FBO Vincent J. Dowling, Jr. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.
- [F3]The Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to a maximum conversion amount and contingent upon post-closing approval by the Issuer's shareholders in accordance with applicable stock exchange rules. At the Issuer's annual meeting held on January 17, 2018, the shareholders voted to approve (i) an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 4,000,000 shares to 7,000,000 shares and (ii) the increase of the maximum amount of shares of common stock into which the Series A Convertible Preferred Stock can be converted from 600,000 shares to 1,000,000 shares.
- [F4]The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Designations"). Subject to the Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.
- [F5]The shares of Series A Convertible Preferred Stock and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.
- [F6]0 shares of common stock are held in Uniform Gift to Minors Act custodial accounts for the benefit of Vincent J. Dowling Jr.'s niece and nephews. Prior to this reported transaction, Mr. Dowling's niece held 700 shares and his two nephews held 1,300 shares each, for which Mr. Dowling was the Custodian.
Documents
Issuer
TEL INSTRUMENT ELECTRONICS CORP
CIK 0000096885
Entity typeother
Related Parties
1- filerCIK 0001599510
Filing Metadata
- Form type
- 4
- Filed
- Aug 20, 8:00 PM ET
- Accepted
- Aug 21, 9:13 AM ET
- Size
- 16.0 KB