SEC Form 5 · accession 0001144204-15-008009
GILLA INC. · GLLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ashish Kapoor
Officer — Chief Financial Officer
Period of report
Dec 31, 2014
Accepted (ET)
Feb 11, 2015 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001004411
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 11, 2014 | J | 500,000 | — | A | 3,757,245 | I | By 2364201 Ontario Inc. |
| Common StockF2 | Mar 28, 2014 | P$0 | 2,500,000 | — | A | 3,757,245 | I | By 2364201 Ontario Inc. |
| Common StockF3 | Nov 4, 2014 | M | 714,286 | — | A | 3,757,245 | I | By 2364201 Ontario Inc. |
| Common StockF3 | Nov 4, 2014 | M | 42,959 | — | A | 3,757,245 | I | By 2364201 Ontario Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Unsecured Subordinated Convertible DebenturesF3 | $0.07 | Nov 4, 2014 | M | 50,000 | D | Sep 3, 2013 | Jan 31, 2016 | Common Stock | 714,286 | 0 | D |
| Unsecured Subordinated Convertible DebenturesF3 | $0.15 | Nov 4, 2014 | M | 1 | D | Sep 3, 2013 | Jan 31, 2016 | Common Stock | 42,959 | 0 | D |
Explanation of responses
- F1On March 11, 2014, 2364201 Ontario Inc., a company owned by Mr. Ashish Kapoor, the Chief Financial Officer of Gilla Inc. (the "Company") and his spouse, was issued 500,000 shares of the Company's Common Stock in consideration of Mr. Kapoor's contributions to the successful completion of the Company's acquisition of Snoke Distribution Canada Ltd. on November 21, 2012.
- F2On March 28, 2014 2364201 Ontario Inc. purchased 2,500,000 shares of the Company's Common Stock at a purchase price of $0.025 per share.
- F3On September 3, 2013, Mr. Kapoor purchased $50,000, of Unsecured Subordinated Convertible Debentures (the "Debentures") from the Company. The Debentures had a maturity date of January 31, 2016 and bore interest at a rate of 12% per annum, which was payable quarterly in arrears. The Debentures were convertible into the Company's Common Stock at a fixed conversion rate of $0.10 per share at any time prior to the maturity date. On October 28, 2013, the conversion price of the Debentures were reduced to $0.07 per share. On November 4, 2014, Mr. Kapoor converted the debentures into 714,286 shares of Common Stock at a conversion price of $0.07 per share and converted the interest due on the debentures into 42,959 shares of Common Stock at a conversion price of $0.15 per share. The shares issued in connection with the conversion of the Debentures were issued to 2364201 Ontario Inc.