SEC Form 5 · accession 0001144204-15-014282

GILLA INC. · GLLA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Graham Simmonds

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Dec 31, 2014

Accepted (ET)

Mar 5, 2015 · 4:54 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 Stock^F1,F4	Mar 11, 2014	J	900,000	—	A	5,762,661	I	By GraySim Family Trust
Common Stock^F2,F4	Nov 4, 2014	M	2,142,857	—	A	5,762,661	I	By GraySim Family Trust
Common Stock^F2,F4	Nov 4, 2014	M	111,233	—	A	5,762,661	I	By GraySim Family Trust
Common Stock^F3,F4	Nov 4, 2014	M	2,857,143	—	A	3,430,321	I	By Woodham Group Inc.
Common Stock^F3,F4	Nov 4, 2014	M	123,178	—	A	3,430,321	I	By Woodham Group Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Unsecured Subordinated Convertible Debentures^F2	—	Nov 4, 2014	M	100,000	D	Sep 3, 2013	Jan 31, 2016	Common Stock	1,428,571	I
Unsecured Subordinated Convertible Debentures^F2	—	Nov 4, 2014	M	50,000	D	Sep 3, 2013	Jan 31, 2016	Common Stock	714,286	I
Unsecured Subordinated Convertible Debentures^F3	—	Nov 4, 2014	M	200,000	D	Dec 23, 2013	Jan 31, 2016	Common Stock	2,857,143	I

Explanation of responses

F1On March 11, 2014, the GraySim Family Trust, an entity affiliated with Mr. Graham Simmonds, the Chief Executive Officer and as a member of the Board of Directors of Gilla Inc. (the "Company"), received a grant of 900,000 shares of the Company's Common Stock from a shareholder of the Company in consideration of his contributions to the successful completion of the Company's acquisition of Snoke Distribution Canada Ltd. on November 21, 2012.
F2On September 3, 2013, the GraySim Family Trust purchased $100,000, 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 December 23, 2013, the Issuer issued additional Debentures in the amount of $50,000 to GraySim in consideration for services rendered by Simmonds as an officer and director of the Issuer. On November 4, 2014, GraySim Family Trust converted the debentures into 2,142,857 shares of Common Stock at a conversion price of $0.07 per share and converted the interest due on the debentures into 111,233 shares of Common Stock at a conversion price of $0.15 per share.
F3On December 23, 2013, the Woodham Group Inc. purchased $200,000 of Debentures from the Company. The Debentures were convertible into the Company's Common Stock at a fixed conversion rate of $0.07 per share at any time prior to the maturity date. On November 4, 2014, the Woodham Group Inc. converted the debentures into 2,857,143 shares of Common Stock at a conversion price of $0.07 per share and converted the interest due on the debentures into 123,178 shares of Common Stock at a conversion price of $0.15 per share.
F4As of November 4, 2014 Mr. Simmonds may be deemed to be the beneficial holder of 9,267,982 shares of the Company's Common Stock, including (A) 75,000 shares held directly by him; (B) 3,430,321 shares held indirectly through Woodham Group Inc.; and (C) 5,762,661 shares held by GraySim Family Trust.