SEC Form 4 · accession 0000899243-16-025129
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. · QTWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kevin Douglas
10% Owner · Other
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST
10% Owner · Other
Michelle Douglas
10% Owner · Other
Period of report
Jul 13, 2016
Accepted (ET)
Jul 14, 2016 · 4:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001166380
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF6,F7,F1,F2,F4,F5 | $2.3824 | Jul 13, 2016 | J | 4,000,000 | D | Sep 18, 2013 | Sep 17, 2018 | Common Stock | 4,000,000 | 0 | D |
| Convertible NoteF6,F7,F2,F3,F4,F5 | $2.3824 | Jul 13, 2016 | J | 6,000,000 | D | Sep 18, 2013 | Sep 17, 2018 | Common Stock | 6,000,000 | 0 | I |
| Convertible NoteF6,F7,F1,F2,F4,F5 | $2.3824 | Jul 13, 2016 | J | 600,000 | D | Jun 30, 2015 | Sep 17, 2018 | Common Stock | 600,000 | 0 | D |
| Convertible NoteF6,F7,F2,F3,F4,F5 | $2.3824 | Jul 13, 2016 | J | 900,000 | D | Jun 30, 2015 | Sep 17, 2018 | Common Stock | 900,000 | 0 | I |
Explanation of responses
- F1These shares are held directly and jointly by Kevin Douglas and Michelle Douglas.
- F2Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
- F3These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas and Michelle Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
- F4The convertible note is convertible into shares of common stock at any time after the date of issuance.
- F5Represents the scheduled maturity date of the convertible note. The maturity date is subject to a put right that may be exercised within a 30 day period following July 1, 2017. If the put right is exercised, then the expiration date would be 90 days following the Reporting Person's exercise of the put right.
- F6Represents the face value of the convertible note.
- F7On July 13, 2016, the convertible notes were canceled in connection with the closing of the Issuer's Section 363 sale of substantially all of its assets pursuant to an Asset Purchase Agreement, as amended, by and among the Issuer, Douglas Acquisitions LLC, the K&M Douglas Trust and the James Douglas and Jean Douglas Irrevocable Descendant's Trust, which was entered into in connection with the Issuer's Chapter 11 bankruptcy case.