SEC Form 4 · accession 0001213900-15-001962
Green Energy Management Services Holdings, Inc. · GRMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert B Thomson
Officer — Interim CEO, Acting CFO, CB · Director · 10% Owner
Period of report
Mar 3, 2015
Accepted (ET)
Mar 20, 2015 · 8:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001164552
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 3, 2015 | M | 1,248,292 | $0.01 | A | 1,676,800 | D | |
| Common StockF3 | Mar 4, 2015 | A | 1,000,000 | — | A | 2,676,800 | D | |
| Common StockF4,F5 | holding | — | — | — | 18,790,174 | I | By Water Tech World Wide, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F5 | $0.01 | Mar 3, 2015 | M | 1,448,339 | D | Dec 31, 2012 | Dec 31, 2015 | Common Stock | 1,248,292 | 2,000,000 | I |
| Warrants (right to buy)F2,F5 | $0.01 | Mar 3, 2015 | J | 2,000,000 | D | Dec 31, 2012 | Dec 31, 2015 | Common Stock | 1,723,757 | 0 | I |
Explanation of responses
- F1On March 3, 2015, Water Tech World Wide, LLC ("Water Tech") exercised a portion of its Second Warrant (as defined herein), issued by the Issuer on December 31, 2012, by exercising 1,448,339 warrants of the Second Warrant via cashless exercise, at an exercise price of $0.01 per share, into 1,248,292 shares of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The "Second Warrant" entitled Water Tech to purchase such number of shares of Common Stock that would equal to 5% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant. Also see Footnotes Nos. 2 and 5 for additional information.
- F2On March 3, 2015, Water Tech also assigned 2,000,000 warrants of its Second Warrant to the son of the Reporting Person. The Reporting Person is the Issuer's current Interim CEO, Acting CFO, Chairman of the Board and sole director. Also see Footnotes Nos. 2 and 5 for additional information.
- F3On March 3, 2015, the Issuer's Board of Directors awarded 1,000,000 shares of Common Stock under the issuer's 2015 Equity Incentive Plan to Dr. Thomson in consideration of his services as Chairman and director in 2014, as well as in consideration of Dr. Thomson providing to the Issuer as of February 2015 debt financing in the aggregate outstanding amount of approximately $310,000. The shares vested immediately upon issuance.
- F4Represents 18,790,174 shares of Common Stock which Water Tech acquired on June 18, 2013 by exercising the First Warrant (as defined herein) issued by the Issuer on December 31, 2012. The "First Warrant" entitled Water Tech to purchase such number of shares of Common Stock that would equal to 30% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant.
- F5Water Tech owns the reported securities directly. The Reporting Person is the managing member of Water Tech and has the sole voting and dispositive power over the shares of Common Stock underlying the Warrants. Accordingly, the Reporting Person may be deemed to have an indirect beneficial ownership interest in the reported securities as the managing member of Water Tech. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Also, see Form 3 and Schedule 13D filed by Water Tech with the United States Securities and Exchange Commission on or about February 26, 2013.