SEC Form 4 · accession 0001140361-15-010546
VISCOUNT SYSTEMS INC · VSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geoffrey W Arens
Director
Period of report
Mar 5, 2015
Accepted (ET)
Mar 5, 2015 · 5:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001158387
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Redeemable Preferred StockF1,F6,F7,F2,F3,F4,F5 | — | Mar 5, 2015 | A | 200 | A | Mar 5, 2015 | — | Common Stock, Senior Secured Convertible Notes | — | 200 | I |
Explanation of responses
- F1The Company issued to Dendera Capital Fund LP (whose principal is Geoffrey Arens, a director of the Company) 2,925,000 shares of common stock of the Company on January 20, 2015. The Company intended to issue to Dendera Capital Fund LP 200 shares of Series A Convertible Redeemable Preferred Stock of the Company (the "A Shares"). The Company has rectified this error by issuing to Dendera Capital Fund LP 200 A Shares of the Company. This curative transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the exemptions set forth under Exchange Act Rules 16(b)-3(d) or 16(b)-3(e).
- F2$0.07 subject to adjustment (the "Conversion Price") as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc. (the "Certificate of Designation"), dated as of June 5, 2012 as amended from time to time.
- F3The A Shares have no expiration date.
- F4Each A Share, at the holder's option, may be convertible into either common shares or senior secured convertible notes of the Company subject to the terms contained in the Certificate of Designation.
- F5Each A Share shall be converted by the Company into common shares upon the occurrence of certain events and upon the terms contained in the Certificate of Designation.
- F6Each A share has a stated value equal to $1,000, subject to adjustment as provided in the Certificate of Designation.
- F7The reporting person is the Managing Partner of Dendera Capital Fund LP. The reporting person disclaims beneficial ownership of the securities held by Dendera Capital Fund LP, except to the extent of his pecuniary interest therein.