SEC Form 4 · accession 0001185185-17-001816
PACIFIC HEALTH CARE ORGANIZATION INC · PFHO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom Kubota
Officer — CEO & President · Director · 10% Owner
Period of report
Aug 17, 2017
Accepted (ET)
Aug 21, 2017 · 4:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001138476
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | holding | — | — | — | 484,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionsF3,F5 | $15.00 | Aug 17, 2017 | A | 45,750 | A | — | Aug 17, 2022 | Common Stock | 45,750 | 45,750 | D |
| Employee Stock OptionsF4,F5 | $15.00 | Aug 17, 2017 | A | 4,250 | A | — | Aug 17, 2022 | Common Stock | 4,250 | 50,000 | D |
| Series A PreferredF1,F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,000 | 1,000 | D |
Explanation of responses
- F1The Reporting Person holds the shares through the Tom Kubota Revocable Trust of 2013 (the "Trust"). The Reporting Person is the sole Trustee of the Trust. As such, the Reporting Person may be deemed to have voting and/or investment power over the shares held by the Trust and therefore may be deemed to be the beneficial owner of those shares.
- F2The Series A Preferred Stock converts into Common Stock of the Issuer on a 1:1 basis at any time at the election of the Reporting Person and has no expiration date.
- F3On August 17, 2017, the Reporting Person was granted nonqualified stock options to purchase 45,750 shares of the Issuer's common stock pursuant to the Issuer's 2002 Stock Option Plan.
- F4On August 17, 2017, the Reporting Person was granted nonqualified stock options to purchase 4,250 shares of the Issuer's common stock pursuant to the Issuer's 2005 Stock Option Plan.
- F5The options do not vest for a period of one year from the Transaction Date. Vesting is subject to the Reporting Person remaining continuously employed with the Company until the one-year anniversary of the Transaction Date, except in the event the Reporting Person's employment terminates as a result of death or disability, in which case, the options shall vest to the designated beneficiary of the Reporting Person on the one-year anniversary of the Transaction Date. Vested options become exercisable on the one-year anniversary of the Transaction Date.