SEC Form 4 · accession 0001306734-16-000004
CONCIERGE TECHNOLOGIES INC · CNCG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Daniel Gerber
Officer — CEO/Secretary; Chairman · Director · 10% Owner
Period of report
Dec 8, 2016
Accepted (ET)
Dec 12, 2016 · 5:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001005101
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1,F2,F3,F4 | Dec 8, 2016 | J | 286,882,373 | $0.00 | A | 313,549,040 | I | Trustee of Nicholas and Melinda Gerber Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Voting, Convertible, Preferred StockF1,F4,F5 | $0.00 | Dec 8, 2016 | J | 9,354,119 | A | — | — | Common Stock | 187,082,380 | 11,517,552 | I |
Explanation of responses
- F1On September 19, 2016, Concierge Technologies, Inc., a Nevada corporation (the "Company"), entered into a conditional Stock Purchase Agreement (the "Agreement"), dated September 10, 2016, with Wainwright Holdings, Inc., a Delaware corporation ("Wainwright") and certain shareholders of Wainwright (the "Sellers"). The Agreement closed on December 9, 2016, resulting in the acquisition of shares as reported on this Form 4. A copy of the Agreement can be found on the Company's Form 8-K filed with the Commission on September 20, 2016.
- F2The Shares were issued at a cost basis of $0.085 per share.
- F3The Holder previously reported beneficial ownership on Form 3, filed with the Commission on February 5, 2015. The Company completed a 1:10 reverse split on December 15, 2015 (the "Reverse"). The amount of securities beneficially owned reflects the Reverse Split.
- F4By Nicholas and Melinda Gerber Living Trust. Nicholas Gerber and Melinda Gerber have voting dispositive control over the shares beneficially owned by the Nicholas and Melinda Gerber Living Trust.
- F5Each share of the Series B Voting, Convertible, Preferred Stock is convertible into 20 shares of common stock at any time (except as restricted below), at the holder's election, and has no expiration date. A holder of shares of Series B Voting, Convertible, Preferred Stock may not exercise its conversion rights until after 270 days after the date of issuance of the shares and, if exercised, must be exercised with regard to all shares of the series held by such holder and, provided further, no conversion shall take place until the Company has amended its Articles of Incorporation to ensure there are authorized shares of common stock at least sufficient to allow all shares of this Series to be converted into common stock.