SEC Form 4 · accession 0000921895-15-002895
GRANDPARENTS.COM, INC. · GPCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mel Harris
Director
Period of report
Sep 29, 2015
Accepted (ET)
Dec 30, 2015 · 4:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001020475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.01 par value per share | Dec 30, 2015 | P | 338 | $0.095 | A | 2,000,338 | D | |
| Common Stock, $.01 par value per share | Dec 30, 2015 | P | 7,662 | $0.095 | A | 2,008,000 | D | |
| Common Stock, $.01 par value per share | Dec 30, 2015 | P | 12,000 | $0.0945 | A | 2,020,000 | D | |
| Common Stock, $.01 par value per shareF1 | holding | — | — | — | 105,000 | I | See footnote | |
| Common Stock, $.01 par value per shareF2 | holding | — | — | — | 274,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Redeemable Convertible 7.5% Preferred StockF4,F3 | $0.20 | Sep 29, 2015 | P | 225,000 | A | — | — | Common Stock | 2,250,000 | 225,000 | D |
| Common Stock Warrant (Right to Buy)F4,F1 | $0.30 | Sep 29, 2015 | P | 1,225,000 | A | Sep 29, 2015 | Sep 29, 2025 | Common Stock | 1,225,000 | 1,225,000 | I |
Explanation of responses
- F1The reported securities are held by the Mel Harris Declaration of Trust Dated June 6, 2002.
- F2The reported securities are held by the reporting person's spouse.
- F3Grandparents.com, Inc. (the "Issuer") may redeem the Series C Redeemable Convertible 7.5% Preferred Stock (the "Series C Preferred Stock") at any time, at a price equal to the Stated Value per share plus any unpaid dividends. Alternatively, upon the election of Mr. Harris, the Issuer will convert shares of the Series C Preferred Stock into shares of the Issuer's common stock. In addition, the Issuer is required to redeem all remaining Series C Preferred Stock on September 29, 2025, the tenth anniversary of the original issue date.
- F4On September 29, 2015, Mr. Harris converted the $450,000 principal amount of his convertible note issued on April 28, 2015 into 225,000 shares of Series C Preferred Stock and warrants to purchase 1,225,000 shares of the Issuer's common stock.