4//SEC Filing
JPF Venture Group, Inc. 4
Accession 0001683168-17-002214
CIK 0000827099other
Filed
Aug 24, 8:00 PM ET
Accepted
Aug 25, 3:05 PM ET
Size
20.2 KB
Accession
0001683168-17-002214
Insider Transaction Report
Form 4
FEAKINS JEREMY
DirectorCEO and CFO10% Owner
Transactions
- Award
Common Stock
2016-04-06$3.46/sh+17,341$60,000→ 272,008 total - Small Acquisition
Common Stock
2016-12-08$7.00/sh+10,838$75,866→ 282,846 total(indirect: See footnote) - Other
Common Stock
2017-05-09$10.00/sh+7,763,665$77,636,650→ 8,046,511 total - Other
Convertible Promissory Note
2016-12-21$0.01/sh+25,000$345→ 9,031,490 total(indirect: See footnote)Exercise: $0.01From: 2016-12-21→ Common Stock (1,806,298 underlying) - Other
Convertible Promissory Note
2015-06-23$0.01/sh+50,000$690→ 3,612,596 total(indirect: See footnote)Exercise: $0.01From: 2015-06-23→ Common Stock (3,612,596 underlying) - Other
Convertible Promissory Note
2015-11-23$0.01/sh+50,000$690→ 7,225,192 total(indirect: See footnote)Exercise: $0.01From: 2015-11-23→ Common Stock (3,612,596 underlying)
JPF Venture Group, Inc.
10% Owner
Transactions
- Small Acquisition
Common Stock
2016-12-08$7.00/sh+10,838$75,866→ 282,846 total(indirect: See footnote) - Other
Convertible Promissory Note
2016-12-21$0.01/sh+25,000$345→ 9,031,490 total(indirect: See footnote)Exercise: $0.01From: 2016-12-21→ Common Stock (1,806,298 underlying) - Award
Common Stock
2016-04-06$3.46/sh+17,341$60,000→ 272,008 total - Other
Convertible Promissory Note
2015-06-23$0.01/sh+50,000$690→ 3,612,596 total(indirect: See footnote)Exercise: $0.01From: 2015-06-23→ Common Stock (3,612,596 underlying) - Other
Convertible Promissory Note
2015-11-23$0.01/sh+50,000$690→ 7,225,192 total(indirect: See footnote)Exercise: $0.01From: 2015-11-23→ Common Stock (3,612,596 underlying) - Other
Common Stock
2017-05-09$10.00/sh+7,763,665$77,636,650→ 8,046,511 total
Footnotes (8)
- [F1]Jeremy Feakins was granted directly a stock award of 17,341 shares of common stock pursuant to approval from the board of directors on April 6, 2016.
- [F2]The amount of shares reported and the price per share have been adjusted to reflect the reverse stock split that occurred on December 31, 2016 and the forward stock split that occurred on May 8, 2017, as reported in the Issuer's definitive Information Statement on Schedule 14C filed with the Security and Exchange Commission on April 13, 2017 and the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2017 (the "May 2017 Form 8-K") respectively.
- [F3]On December 8, 2016, JPF Venture Group, Inc. acquired 10,838 shares of the Issuer's common stock pursuant to that certain Asset Purchase Agreement, dated December 8, 2016, between TetriDyn Solutions, Inc., a Nevada corporation and JPF Venture Group, Inc., a Delaware corporation. This transaction was approved by the disinterested member of the Issuer's Board of Directors, as previously reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2016. These shares are directly owned by JPF Venture Group, Inc. who is a member of a "group" with Jeremy Feakins for purposes of Section 13(d) of the Exchange Act. Mr. Feakins is the majority owner, chairman and chief executive officer of JPF Venture Group, Inc., with sole authority to take action on behalf of JPF Venture Group, Inc.
- [F4]On May 9, 2017, Jeremy Feakins acquired 7,763,665 shares of the Issuer's common stock pursuant to that certain Agreement and Plan of Merger, dated May 9, 2017 by and between Ocean Thermal Energy Corporation, a Delaware corporation and TetriDyn Solutions, Inc., a Nevada corporation, as reported by the Issuer in the May 2017 Form 8-K.
- [F5]JPF Venture Group, Inc. acquired beneficial ownership of 3,612,596 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated June 23, 2015 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.
- [F6]JPF Venture Group, Inc. acquired beneficial ownership of 3,612,596 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated November 23, 2015 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.
- [F7]JPF Venture Group, Inc. acquired beneficial ownership of 1,806,298 shares of the Issuer's common stock pursuant to the issuance of that certain Convertible Promissory Note dated December 21, 2016 by the Issuer to JPF Venture Group, Inc. No convertible securities are directly owned by Jeremy Feakins, who is the majority owner, chairman and executive officer of JPF Venture Group, Inc.
- [F8]The convertible promissory notes are demand notes, have no expiration date and may be converted at any time prior to payment.
Documents
Issuer
Ocean Thermal Energy Corp
CIK 0000827099
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001638357
Filing Metadata
- Form type
- 4
- Filed
- Aug 24, 8:00 PM ET
- Accepted
- Aug 25, 3:05 PM ET
- Size
- 20.2 KB