4: Statement of changes in beneficial ownership of securities
Published on November 20, 2012
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options | $ 0.5 | 08/03/2012 | J(3) | 1,500,000 | 08/03/2012 | 08/03/2022 | Common Stock | 1,500,000 | (3) | 1,500,000 | D | ||||
Options | $ 0.5 | 11/14/2012 | J(3) | 1,500,000 | 08/03/2012 | 08/03/2022 | Common Stock | 1,500,000 | (3) | 0 | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stetson John 2331 MILL ROAD, SUITE 100 ALEXANDRIA, VA 22314 |
X | CFO and Secretary |
Signatures
/s/ John Stetson | 11/20/2012 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Received 500,000 shares of common stock in connection with the Share Exchange Agreement dated November 14, 2012 between the Company and Sampo IP LLC. |
(2) | Represents 500,000 shares of common stock held by Mr. Stetson individually, 75,000 shares of Common Stock held by HS Contrarian Investments LLC and 237,500 shares of Common Stock held by Stetson Capital Investments, Inc. Mr. Stetson is the managing member of HS Contrarian Investments LLC and the President of Stetson Capital Investments, Inc. and in such capacities is deemed to have voting and dispositive power over shares held by such entities. On August 3, 2012, Mr. Stetson received a restricted stock grant of 2,000,000 shares of common stock which would not vest within 60 days. On November 14, 2012, Mr. Stetson agreed to forfeit the restricted stock grant back to the Company for cancellation. No portion of the restricted stock grant had vested at the time of forfeiture. The amount reflected does not include the restricted stock grant of 2,000,000 shares. |
(3) | Represents ten year options to purchase 1,500,000 shares of Common Stock at an exercise price of $0.50 per share issuable to Mr. Stetson pursuant to his employment agreement dated August 3, 2012. The options were issued under the Company's 2012 Equity Incentive Plan. On November 14, 2012, Mr. Stetson agreed to forfeit the options back to the Company for cancellation. |