SEC Form 4 · accession 0001437749-18-011190
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
May 31, 2018
Accepted (ET)
Jun 4, 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 | May 31, 2018 | C | 653,000 | $3.60 | A | 4,383,635 | D | |
| Common StockF2 | May 31, 2018 | P | 7,073 | $3.60 | A | 4,390,708 | 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 PreferredF3 | $3.60 | May 31, 2018 | C | 23,508 | D | — | — | Common Stock | 653,000 | 0 | D |
Explanation of responses
- F1The reporting person converted 23,508 shares of Series A-1 Convertible Preferred Stock on May 31, 2018 at a conversion price of $3.60 per share, resulting in his acquisition of 653,000 shares of common stock.
- F2Acquired upon conversion of a dividend payable in the amount of $25,463 with respect to the shares of Series A-1 Convertible Preferred Stock owned by the reporting person.
- F3The Series A-1 Convertible Preferred Stock was convertible at any time at the option of the holder, subject to a blocker provision which prohibited 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%.