TSENGAS STEVEN 4

4 · OURPETS CO · Filed Mar 18, 2019

Form 4

Period: 2019-03-14

DirectorChairman, President & CEO10% Owner

Transactions

Disposition to Issuer
Common Stock
2019-03-14$1.00/sh−728,292$728,292→ 0 total(indirect: By Spouse)
Disposition to Issuer
Common Stock
2019-03-14$1.00/sh−37,287$37,287→ 0 total(indirect: By Partnership)
Disposition to Issuer
Common Stock
2019-03-14$1.00/sh−3,793,643$3,793,643→ 0 total
Disposition to Issuer
Common Stock
2019-03-14$1.00/sh−575,000$575,000→ 0 total(indirect: No Pecuniary interest)
Disposition to Issuer
Common Stock
2019-03-14$1.00/sh−107,952$107,952→ 0 total(indirect: By Partnership)

Holdings

Warrant
Exercise: $0.80From: 2010-06-28Exp: 2015-06-28→ Common (0 underlying)
0
Warrant
Exercise: $0.97From: 2010-10-18Exp: 2015-10-18→ Common (0 underlying)
0
Warrant
(indirect: By Partnership)
Exercise: $0.49From: 2008-06-20Exp: 2013-06-20→ Common (0 underlying)
0
Option
Exercise: $0.87From: 2020-06-06Exp: 2023-06-06→ Common (110,000 underlying)
0
Warrant
Exercise: $0.54From: 2013-10-10Exp: 2018-10-10→ Common (0 underlying)
0
Warrant
Exercise: $0.68From: 2006-08-02Exp: 2013-08-02→ Common (0 underlying)
0
Option
Exercise: $0.49From: 2008-06-20Exp: 2013-06-20→ Common (0 underlying)
0
Warrant
(indirect: By Partnership)
Exercise: $0.49From: 2008-06-20Exp: 2013-06-20→ Common (0 underlying)
0
Warrant
Exercise: $0.44From: 2009-09-17Exp: 2014-09-17→ Common (0 underlying)
0
Preferred Stock
(indirect: By Partnership)
Exercise: $0.70From: 2010-01-28→ Common (52,000 underlying)
0
Warrant
Exercise: $0.84From: 2010-07-16Exp: 2015-07-16→ Common (0 underlying)
0
Warrant
(indirect: By Partnership)
Exercise: $0.49From: 2012-11-08Exp: 2017-11-08→ Common (26,389 underlying)
0
Warrant
Exercise: $0.41From: 2012-12-07Exp: 2017-12-07→ Common (380,591 underlying)
0
Option
Exercise: $0.35From: 2006-04-28Exp: 2014-04-28→ Common (0 underlying)
0
Option
Exercise: $0.29From: 2006-10-01Exp: 2014-10-01→ Common (0 underlying)
0

Footnotes (4)

[F1]Mr. Tsengas does not have a pecuniary interest in and is not a beneficial owner of the shares held by the Tsengas Foundation, an Ohio non-profit corporation, which is a tax-exempt, charitable foundation. The shares held by the foundation have been excluded from the amount of securities.
[F2]Voluntary Cancellation
[F3]Pursuant to an Agreement and Plan of Merger dated as of December 18, 2018 (the "Merger Agreement"), by and among OurPet's Company ("Issuer"), Paws Merger Parent, LLC ("Parent") and Paws Merger Sub, Inc. ("Merger Sub"). Merger Sub merged with and into the Issuer and the Issuer continued as the surviving corporation and a wholly-owned subsidiary of Parent, effective March 14, 2019 (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) was cancelled and automatically converted into the right to receive $1.00 in cash, without interest.
[F4]The conversion of the Preferred Stock to Common shares had no expiration date

Documents

1 file