SEC Form 4 · accession 0001185185-18-000766
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
Apr 27, 2018
Accepted (ET)
May 1, 2018 · 1:06 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 | Apr 27, 2018 | P | 1,000 | $4.25 | A | 1,945,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A PreferredF1,F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,000 | 4,000 | D |
| Employee Stock OptionsF3 | $3.75 | holding | — | — | — | — | — | Common Stock | 183,000 | 187,000 | D |
| Employee Stock OptionsF3 | $3.75 | holding | — | — | — | — | — | Common Stock | 17,000 | 203,000 | 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.
- F3The options vest on August 17, 2018. Vesting is subject to the Reporting Person remaining continuously employed with the Company from the date of grant, August 17, 2017 to August 17, 2018, 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 grant date. Vested options become exercisable on August 17, 2018 and expire on August 17, 2022.
Remarks
ALL SHARE AMOUNTS AND CONVERSION OR EXERCISE PRICES HAVE BEEN ADJUSTED TO REFLECT THE FOUR-SHARES-FOR-ONE-SHARE (4:1) FORWARD SPLIT OF THE COMPANY'S STOCK ON APRIL 5, 2018.