SEC Form 4 · accession 0000899243-15-003519
Charlie's Holdings, Inc. · CHUC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent C Smith
10% Owner
Period of report
Jul 30, 2015
Accepted (ET)
Aug 18, 2015 · 9:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001134765
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 30, 2015 | C | 44,666,667 | — | A | 44,666,667 | I | Vincent C. Smith, Jr. Annuity Trust 2015-1 |
| Common StockF4 | holding | — | — | — | 1,459,329 | I | LB 2, LLC | |
| Common StockF5 | holding | — | — | — | 1,021,455 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F3,F6 | — | Jul 30, 2015 | C | 67,000 | D | — | — | Common Stock | 44,666,667 | 0 | I |
Explanation of responses
- F1On February 20, 2015, the Issuer entered into a Securities Purchase Agreement with LB 2, LLC, a California limited liability company ("LB 2), as amended by Amendment No. 1 to Securities Purchase Agreement, dated as of March 26, 2015 (as amended, the "Purchase Agreement"), pursuant to which LB 2 purchased (i) an aggregate of 67,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") and warrants (the "Warrants") to purchase an aggregate of 15,633,333 shares of the Issuer's Common Stock (the "Common Stock"). Each share of Series C Preferred had a stated value of $100 per share, and was convertible into that number of shares of Common Stock equal to the stated value, divided by $0.15 per share. As a result, the 67,000 shares of Series C Preferred were convertible into 44,666,667 shares of the Common Stock (the "Conversion Shares").
- F2The amount reported in this column reflects the Conversion Shares received by the Reporting Person as a result of the conversion of the 67,000 shares of Series C Preferred into 44,666,667 shares of the Common Stock.
- F3The reported securities are held by the Vincent C. Smith, Jr. Annuity Trust 2015-1 (the "GRAT"). The Reporting Person is the sole trustee of the GRAT and has retained investment control over the securities contributed to the GRAT. Prior to the conversion of the Series C Preferred, the Reporting Person transferred all of the shares of Series C Preferred and all of the Warrants held by LB 2 to the GRAT. As a result of the transfer and conversion of the Series C Preferred, the GRAT holds all of the Conversion Shares. In addition, the GRAT holds all of the Warrants, which are immediately exercisable.
- F4The reported shares are held by LB 2. The Reporting Person is the Manager of LB 2 and has sole power to vote and dispose of the Common Stock held by LB 2.
- F5The reported shares are held in an Investment Retirement Account of which the Reporting Person is the sole owner. These shares are in addition to the shares reported as being beneficially owned by the Reporting Person in the prior rows.
- F6The Series C Preferred Stock was exercisable immediately upon issuance and had no expiration date.