SEC Form 4 · accession 0001140361-15-026676
Agritech Worldwide, Inc. · FBER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 9:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001052257
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.00005 par valueF1,F2,F3 | Jun 30, 2015 | J | 49,866,737 | — | A | 68,651,891 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2,F3 | — | Jun 30, 2015 | J | 49,875,643 | D | — | — | Common Stock, $0.00005 par value | 49,875,643 | 0 | I |
Explanation of responses
- F1On June 30, 2015, in accordance with the terms of various exchange agreements, Z Trim Holdings, Inc. (the "Company") and the holders, including the reporting persons, of certain of its outstanding warrants (the "Existing Warrants") exchanged (the "Exchange") Existing Warrants for shares of the Company's common stock, par value $0.00005 per share (the "Common Stock"). The number of shares of Common Stock received in the Exchange was the equivalent number of shares of Common Stock that would have been issued if the exercise price of the Existing Warrants had been $0.00005 per share. The holders of the shares of Common Stock received in the Exchange, including the reporting persons, are prohibited from selling or transferring these shares for a period of one year from issuance.
- F2The Existing Warrants were exercisable at the time of the Exchange and had expiration dates ranging from June 3, 2015 to September 18, 2018. Due to the application of anti-dilution provisions (a) the number of shares of Common Stock issuable upon exercise of the Existing Warrants increased from 14,133,866 shares to 49,875,643 shares, and (b) the exercise price of the Existing Warrants decreased from a range of $1.50-$1.25 to $0.35 per share.
- F3The securities are held in the accounts of Aristar Ventures I, LLC ("Aristar I"), Aristar Ventures I-B, LLC ("Aristar I-B") and Aristar Ventures I-C, LLC ("Aristar I-C") and may be deemed to be owned by (a) Aristar Capital Management, LLC, the investment manager of Aristar I, Aristar I-B and Aristar I-C, (b) Aristar Capital Management GP, LLC, the managing member of Aristar I, Aristar I-B and Aristar I-C, (c) Edward B. Smith III, managing member of Aristar Capital Management GP, LLC and Aristar Capital Management, LLC. Each reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.