SEC Form 4 · accession 0001437749-18-006383
BIO KEY INTERNATIONAL INC · BKYI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fong Wong Kwok
Officer — Managing Director, BIO-key HK · Director · 10% Owner
Period of report
Apr 3, 2018
Accepted (ET)
Apr 5, 2018 · 12:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001019034
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 3, 2018 | C | 1,085,778 | $3.60 | A | 3,638,815 | D | |
| Common Stock | Apr 3, 2018 | P | 91,820 | $3.60 | A | 3,730,635 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Convertible PreferredF1,F2,F3 | $3.60 | Apr 3, 2018 | C | 39,088 | D | — | — | Common Stock | 1,085,778 | 23,508 | D |
Explanation of responses
- F1The reporting person converted 39,088 shares of Series A-1 Convertible Preferred Stock on April 3, 2018 at a conversion price of $3.60 per share, resulting in his acquisition of 1,085,778 shares of common stock.
- F2The Series A-1 Convertible Preferred Stock is convertible at any time at the option of the holder, subject to a blocker provision which prohibits conversion if such conversion would result in the holder beneficially owning in excess of 9.99% of the issuer's common stock. By providing 61 days written notice to the issuer, the holder may increase such percentage. The reporting person provided such notice on August 7, 2017 and increased the maximum percentage to 35%.
- F3The Series A-1 Convertible Preferred Stock has no expiration date.