SEC Form 4 · accession 0001615774-15-000738
VERTICAL COMPUTER SYSTEMS INC · VCSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 25, 2015 | A | 2,809,983 | $0.00 | A | 78,350,190 | D |
Table II — derivative securities
Remarks
On March 25, 2015, pursuant to two indemnity and reimbursement agreements executed between MRC and Vertical Computer Systems, (the "Company"), the Company issued a total of 2,809,983 shares of our common stock to reimburse MRC. Of these shares, the Company was obligated to reimburse MRC with, 1,309,983 shares of common stock had been pledged by MRC and sold by a third party lender in 2009 in connection with a $96,946 promissory note, 500,000 shares of common stock had been wrongfully converted by the same lender in 2014, and 1,000,000 shares of common stock had been transferred to another third party lender in October 2013 on the Company's behalf for a $100,000 loan made by the lender to the Company. Because the shares granted to MRC were replacement shares of the Company's common stock for MRC had transferred on behalf of the Company, there is no purchase price. The aggregate value of the shares MRC had pledged that were sold and shares that transferred on behalf of the Company was $113,999 which is based on the derivative liability the Company had accrued on the date the Company reimbursed MRC with the 2,809,983 shares. MRC has assigned its claim against the third party lender for the lender's wrongful conversion of 500,000 common shares to the Company and we are pursuing the claim in the third party lender's bankruptcy proceeding. Richard Wade, the President and CEO of the Company, directly owns 3,417,647 shares of the Company's common stock and beneficially owns 74,932,543 shares of the Company's common stock through Mountain Reservoir Corporation ("MRC") for a total of 78,350,190 shares of the Company's common stock at the filing date of this Report. MRC is controlled by the W5 Family Trust. Richard Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust.