SEC Form 3 · accession 0001185185-15-000507
Sunworks, Inc. · SUNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Jarrett Mitchell
Officer — CEO of MD Energy, subsidiary
Period of report
Mar 2, 2015
Accepted (ET)
Mar 13, 2015 · 7:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001172631
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 24,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF2,F1 | $4.15 | holding | — | — | — | Mar 9, 2015 | Mar 9, 2020 | Common Stock | 24,000 | — | I |
| Convertible Promissory NoteF2,F3 | $2.60 | holding | — | — | — | Nov 30, 2015 | Feb 28, 2020 | Common Stock | 1,019,231 | — | I |
Explanation of responses
- F1Such shares of the Issuer's common stock and warrants to purchase shares of the issuer's common stock were purchased in units ("Units") each of which consisted of (i) one share of the Issuer's common stock, and (ii) one warrant to purchase one share of the Issuer's common stock at an exercise price of $4.15. Reporting Person purchased 24,000 Units at a purchase price of $4.15 per Unit.
- F2Such securities are owned by MD Energy, LLC ("MD Energy"), of which Daniel Mitchell is the Managing Member and thus hold voting and dispositive power over securities held by MD Energy.
- F3Represents shares underlying a convertible promissory note (the "Note") issued by the Issuer to the Reporting Person in the principal amount of $2,650,000 which is convertible at a conversion price of $2.60. One-third of such Note shall become convertible on each of: (i) November 30, 2015, (ii) November 30, 2016, and (iii) November 30, 2017.