James Adrian 4
4 · Volcon, Inc. · Filed Dec 22, 2021
Insider Transaction Report
Form 4
Volcon, Inc.VLCN
James Adrian
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2021-12-20+5,507,575→ 6,744,575 total(indirect: Footnote) - Exercise/Conversion
Warrant (right to buy)
2021-12-20−6,250,000→ 0 total(indirect: Footnote)Exercise: $0.98From: 2021-03-26Exp: 2030-03-26→ Common Stock (6,250,000 underlying) - Purchase
Common Stock
2021-12-20$7.24/sh+5,600$40,544→ 1,237,000 total(indirect: Footnote)
Footnotes (4)
- [F1]This transaction was executed in multiple trades at prices ranging from $7.21 to $7.33. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- [F2]The shares are held by limited liability companies of which the reporting person is the sole manager.
- [F3]The warrant was held by Highbridge Consultants, LLC and was originally issued for consulting services in August 2020. Mr. Adrian James is the sole manager of Highbridge Consultants, LLC and has voting and dispositive power over the securities. On December 20, 2021, Highbridge Consultants, LLC exercised the 6,250,000 warrants on a cashless basis pursuant to the terms of the warrant agreement. The issuance of the warrant was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
- [F4]The number of shares issuable upon a cashless exercise is determined, in accordance with Section 2(c) of the warrant agreement by dividing (x) the product of the number of shares of common stock underlying the warrant multiplied by the difference between $0.98 and (y) the VWAP on the trading day immediately preceding the date of exercise since the notice of exercise was both executed and delivered prior to the opening of "regular trading hours" (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on the date of the exercise.