SEC Form 4 · accession 0001109697-17-000005
Encounter Technologies, Inc. · ENTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
First Hudson Trust of New York
10% Owner
Period of report
Feb 12, 2016
Accepted (ET)
Mar 8, 2017 · 6:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001109697
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2,F3,F4 | Feb 4, 2016 | S | 25,000,000 | $40,000.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Series A Preferred Stock is the issuer's control stock.
- F2On or about February 12, 2016, First Hudson Trust of New York ("First Trust") and Electronic Merchant Systems Rochester, Inc. ("EMSR") sold 50,000,000 shares of the issuer's Series A Preferred Stock (the "Control Stock") to an unrelated third party under the terms and provisions of a stock purchase agreement delivered on the deemed execution date. First Trust and EMSR each owned 25,000,000 shares of the Control Stock.
- F3The transaction with the unrelated third party also called for First Trust and EMSR (previously defined in footnote second hereof) to sell their respective interests in another corporation, the shares of which in the other corporation comprised the selling price. The issuer's stock was an added value benefit to that certain stock purchase agreement and represented little, if any, of the sale and purchase price. The purchase price was to have been distributed equally to First Trust and EMSR.
- F4First Trust and EMSR (previously defined in footnote second hereof) collectively owned 50,000,000 shares of the issuer's control stock. The reporting person hereunder owned 25,000,000 shares; however, that certain stock purchase agreement called for the sale of the entire 50,000,000 shares of control stock, which included EMSR's holdings in the issuer. Following the disposition of the shares in the issuer, First Trust did not own any shares in the issuer.
Remarks
As a condition of the stock purchase transaction that resulted in the sale of First Trust's shares of Series A Preferred Stock, the reporting person's managing administrative trustee, who also served as the issuer's Chairman, President, and CEO, voluntarily resigned all of the offices and positions he held with the issuer.