SEC Form 5 · accession 0001144204-15-019097
PARETEUM Corp · TEUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Paul Karel Marie Van Der Velden
Officer — President and CEO · Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Mar 27, 2015 · 9:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001084384
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Oct 30, 2014 | X | 400,164 | $0.8744 | A | 3,762,827 | I | By QAT II, see footnote |
| Common StockF2 | Oct 30, 2014 | S | 334,515 | $1.046 | D | 3,428,312 | I | By QAT II, see footnote |
| Common Stock | Oct 31, 2014 | J | 1,738,985 | $0.00 | A | 8,194,688 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2 | $1.00 | Mar 17, 2014 | J | 400,164 | D | Oct 31, 2009 | Oct 31, 2014 | Common Stock | 400,164 | 0 | I |
| WarrantF1,F2 | $0.8744 | Mar 17, 2014 | J | 400,164 | A | Oct 31, 2009 | Oct 31, 2014 | Common Stock | 400,164 | 400,164 | I |
| WarrantF2 | $1.00 | Oct 30, 2014 | X | 400,164 | D | Oct 31, 2009 | Oct 31, 2014 | Common Stock | 400,164 | 0 | I |
| WarrantF3 | $1.26 | Oct 31, 2014 | J | 1,416,469 | A | Sep 30, 2008 | Sep 30, 2015 | Common Stock | 1,416,469 | 1,416,469 | D |
| WarrantF3 | $1.47 | Oct 31, 2014 | J | 708,234 | A | Sep 30, 2008 | Sep 30, 2015 | Common Stock | 708,234 | 708,234 | D |
Explanation of responses
- F1On October 30, 2014, QAT II Investments SA ("QAT II") exercised a warrant to purchase 1,082,403 shares of the Issuer's common stock at an exercise price of $0.8744 per share. The warrant was originally issued on December 17, 2009 with an exercise price of $1.00 per share. QAT II paid the exercise price on a cashless basis, resulting in Issuer's withholding of 904,830 of the warrant shares to pay the exercise price and issuing to QAT the remaining 177,573 shares.
- F2These securities are held by QAT II. Reporting Person holds a 36.97% ownership interest in QAT II and the number of securities shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such securities and thus disclaims beneficial ownership over such securities.
- F3Include shares and warrant to purchase shares the Reporting Person received from the pro rata distribution from CMV Invest CVA ("CMV I") of which the Reporting Person has a 27.50% ownership interest and CMV Invest II CVA ("CMV II") of which the Reporting Person holds a 40.75% ownership interest.