SEC Form 4 · accession 0001062359-16-000001
RenovaCare, Inc. · RCAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harmel S Rayat
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 5:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001016708
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.00001F2,F3 | Dec 31, 2015 | J | 12,000 | $1.95 | A | 35,576,800 | I | Kalen Capital Corporation |
| Common Stock, par value $0.00001F2,F3 | Dec 31, 2015 | J | 3,000,000 | $0.00 | A | 38,576,800 | I | Kalen Capital Corporation |
| Common Stock, par value $0.00001F2,F3 | Dec 31, 2015 | J | 3,800,000 | $0.00 | A | 42,376,800 | I | Kalen Capital Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Stock Purchase WarrantF7,F3,F6 | $1.10 | Dec 31, 2015 | J | 800,000 | A | Jun 5, 2015 | Jun 5, 2020 | Common stock, par value $0.00001 | 800,000 | 7,800,000 | I |
Explanation of responses
- F1On December 31, 2015, Kalen Capital Corporation purchased 12,000 shares of the Issuers common stock in a private transaction for the aggregate amount of $23,400.
- F2Does not include derivative securities owned by Kalen Capital Corporation; see footnote 7.
- F3Mr. Rayat is the sole shareholder and sole director of Kalen Capital Corporation.
- F4For estate planning purposes, on December 31, 2015, the KJR Family Trust (KJR), a trust formed for the benefit of Mr. Rayats son, of which Mr. Rayat is not a beneficiary, and the sole owner of the all of the issued and outstanding shares of 1420524 Alberta Ltd. (1420524 Alberta), wound up and dissolved (the KJR Dissolution). As part of the KJR Dissolution, KJR distributed the shares of 1420524 Alberta to Mr. Rayats wife, who sold the shares of 1420524 Alberta to Kalen Capital Corporation for $1.00, upon which time Kalen Capital Corporation filed to amalgamate 1420524 Alberta into Kalen Capital Corporation, thereby combining the two companies, with Kalen Capital Corporation being the surviving entity. 1420524 Albertas assets consist of, among other things, 3,000,000 shares of the Issuers common stock.
- F5For estate planning purposes, on December 31, 2015, the TJR Family Trust (TJR), a trust formed for the benefit of Mr. Rayats daughter, of which Mr. Rayat is not a beneficiary, and the sole owner of the all of the issued and outstanding shares of 1420468 Alberta Ltd. (1420468 Alberta), wound up and dissolved (the TJR Dissolution). As part of the TJR Dissolution, TJR distributed the shares of 1420468 Alberta to Mr. Rayats wife, who sold the shares of 1420468 Alberta to Kalen Capital Corporation for $1.00, upon which time Kalen Capital Corporation filed to amalgamate 1420468 Alberta into Kalen Capital Corporation, thereby combining the two companies, with Kalen Capital Corporation being the surviving entity. 1420468 Albertas assets consist of, among other things, 3,800,000 shares of the Issuers common stock and a Series D Stock Purchase Warrant to purchase up to 800,000 shares of the Issuers common stock.
- F6The Series D Stock Purchase Warrants may be exercised on a cashless basis.
- F7Consists of (a) a Series B Stock Purchase Warrant to purchase up to 3,500,000 shares of the Issuers common stock at an exercise price of $0.46 per share through November 29, 2018; (b) a Series C Stock Purchase Warrant to purchase up to 3,500,000 shares of the Issuers common stock at an exercise price of $0.49 per share through November 29, 2018; and (c) a Series D Stock Purchase Warrant to purchase up to 800,000 shares of the Issuers common stock at an exercise price of $1.10 per share through June 5, 2020. Each of the foregoing warrants may be exercised on a cashless basis.