SEC Form 4 · accession 0001104659-18-045066
Stabilis Solutions, Inc. · SLNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 31, 2017
Accepted (ET)
Jul 13, 2018 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001043186
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 31, 2017 | J | 149,422 | $0.00 | A | 184,422 | D | |
| Common Stock | Jul 18, 2017 | J | 48,994 | $0.00 | A | 233,416 | D | |
| Common Stock | Oct 6, 2017 | J | 48,387 | $0.00 | A | 281,803 | D | |
| Common Stock | Feb 1, 2018 | J | 50,799 | $0.00 | A | 332,608 | D | |
| Common Stock | Apr 30, 2018 | J | 71,702 | $0.00 | A | 404,304 | D | |
| Common Stock | Jun 29, 2018 | J | 59,524 | $0.00 | A | 463,828 | 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 Convertible Preferred StockF10,F11 | $5.00 | Aug 1, 2017 | D | 1,000,000 | D | May 2, 2012 | — | Common Stock | 1,000,000 | 0 | D |
| Series A Convertible Preferred StockF10,F12 | $2.26 | Aug 1, 2017 | A | 1,000,000 | A | Aug 1, 2017 | — | Common Stock | 2,212,389 | 1,000,000 | D |
| Warrants (Right to Buy) | $6.00 | Aug 1, 2017 | D | 125,000 | D | May 2, 2012 | May 2, 2020 | Common Stock | 125,000 | 0 | D |
| Warrants (Right to Buy) | $2.72 | Aug 1, 2017 | A | 125,000 | A | Aug 1, 2017 | May 2, 2020 | Common Stock | 125,000 | 125,000 | D |
| Warrants (Right to Buy) | $7.00 | Aug 1, 2017 | D | 200,000 | D | May 2, 2012 | May 2, 2020 | Common Stock | 200,000 | 0 | D |
| Warrants (Right to Buy) | $3.17 | Aug 1, 2017 | A | 200,000 | A | Aug 1, 2017 | May 2, 2020 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1American Electric Technologies, Inc. ("AETI") declared a common stock dividend attributable to quarters ended September 30, 2016, December 31, 2016, and March 31, 2017, payable to all holders of record of Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Convertible Preferred Stock"), on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 149,422 shares of common stock as of March 31, 2017.
- F10The Series A Convertible Preferred Stock is convertible into common stock at any time and has no expiration date.
- F11The Series A Convertible Preferred Stock was convertible into common stock on a one-for-one basis prior to the Repricing Agreement.
- F12For each share of Series A Convertible Preferred Stock converted, the reporting person would receive a number of shares of common stock equal to the quotient of $5.00 divided by $2.26.
- F2AETI declared a common stock dividend attributable to quarter ended June 30, 2017, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 48,994 shares of common stock as of July 18, 2017.
- F3AETI declared a common stock dividend attributable to quarter ended September 30, 2017, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 48,387 shares of common stock as of October 6, 2017.
- F4AETI declared a common stock dividend attributable to quarter ended December 31, 2017 payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 50,799 shares of common stock as of February 1, 2018.
- F5AETI declared a common stock dividend attributable to quarter ended March 31, 2018, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 71,702 shares of common stock as of April 30, 2018.
- F6AETI declared a common stock dividend attributable to quarter ended June 30, 2018, payable to all holders of record of Series A Convertible Preferred Stock on the dividend record date. As the sole holder of AETI's Series A Convertible Preferred Stock, the reporting person received 59,524 shares of common stock as of June 29, 2018.
- F7The Series A Convertible Preferred Stock was repriced pursuant to that certain Agreement, dated as of August 1, 2017, by and between AETI and the reporting person (the "Repricing Agreement") to decrease the exercise price from $5.00 per share to $2.26 per share.
- F8The Series A Warrants were repriced pursuant to the Repricing Agreement to decrease the exercise price from $6.00 per share to $2.72 per share.
- F9The Series B Warrants were repriced pursuant to the Repricing Agreement to decrease the exercise price from $7.00 per share to $3.17 per share.