4//SEC Filing
Dowling Vincent J. Jr 4
Accession 0001575705-19-000034
CIK 0000096885other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 9:12 AM ET
Size
12.4 KB
Accession
0001575705-19-000034
Insider Transaction Report
Form 4
Dowling Vincent J. Jr
10% Owner
Transactions
- Purchase
Series A Convertible Preferred Stock
2017-11-13+333,333→ 333,333 total(indirect: See footnote)→ Common Stock (666,667 underlying) - Purchase
Common Stock, par value $0.10 per share
2019-03-27$2.55/sh+3,336$8,507→ 3,336 total(indirect: See footnote)
Holdings
- 3,336(indirect: See footnote)
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) - 339,216(indirect: See footnotes)
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]3,336 shares of common stock are held in IRA accounts for the benefit of Vincent J. Dowling Jr.'s daughter (1,112 shares) and two sons (1,112 shares each), and for which Mr. Dowling exercises control
Documents
Issuer
TEL INSTRUMENT ELECTRONICS CORP
CIK 0000096885
Entity typeother
Related Parties
1- filerCIK 0001599510
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 9:12 AM ET
- Size
- 12.4 KB